EX-4.b.2



 Exhibit 4.b.2 
  

					
		  	Confidential Materials omitted and filed separately with the	 	
		  	Securities and Exchange Commission. Double asterisks denote omissions.	 

 AMENDMENT NUMBER ONE 

TO 
 AGREEMENT NO.
02026713 
 THIS AMENDMENT NUMBER ONE TO AGREEMENT NO. 02026713 (this “Amendment”) is made and entered by and between Amdocs
Inc. (“Amdocs”) and SBC Services, Inc. (“SBC”), each of which may be referred to in the singular as “Party” or in the plural as “Parties”, as of the date the last Party signs. 

W I T N E S S E T H 

WHEREAS, SBC and Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of
7 August 2003 (the “Agreement”); 
 WHEREAS, SBC has issued a Request for Proposal RF2003000156 (the “RFP”)
describing requirements for a complex ordering planning and strategy initiative (“COPS”); 
 WHEREAS, Amdocs desires to provide a
solution for COPS consisting of certain core software to be customized by Amdocs to meet SBC’s requirements as described in the RFP, as such requirements may be further refined, modified, and/or extended from time to time; 

WHEREAS, Amdocs Software Systems Limited and SBC have entered into that certain Agreement No. 03032360 pursuant to which SBC has the
right to obtain a license to use Amdocs’ Order Management Software system (“OMS”); 
 WHEREAS, SBC may desire Amdocs to
implement customizations to OMS pursuant to the terms and conditions of the Agreement as amended herein; and 
 WHEREAS, Amdocs desires to
implement customizations to OMS pursuant to the terms and conditions of the Agreement as amended herein. 
 NOW, THEREFORE, In consideration
of the mutual promises contained below, the parties amend the Agreement as follows: 
 1. Definitions. All terms used in this Amendment with initial
capital letters shall have the meanings, if any, ascribed to such terms in the Agreement. 
 2. Definition of “COPS”. The following is
added as a new Section 2.8A: 
 “COPS” means SBC’s Complex Ordering System initiative described in SBC’s
Request for Proposal RF2003000156, as the same may be further refined, modified, and/or extended by SBC from time to time. 







 3. Amdocs Information. Section 3.13(B)(1) is deleted in its entirety and replaced with: 

Any Information furnished to SBC by Supplier under this Agreement (“Supplier Information”) shall remain Supplier’s property. SBC
shall use the same degree of care to prevent disclosure of the Supplier Information to others as SBC uses with respect to its own proprietary or confidential Information. Unless such Information (a) was previously known to SBC free of any
obligation to keep it confidential, or (b) has been or is subsequently made public by Supplier or a third party, without violating a confidentiality obligation, or (c) is independently invented by SBC without reference to the Supplier
Information, or (d) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or governmental request by an entity authorized by law to make such request, the Supplier Information shall be kept confidential by
SBC, shall be used only in accordance with this Agreement, and may not be used for other purposes, except as may be agreed upon between Supplier and SBC in writing. All copies of such Information, in written, graphic or other tangible form,
excluding materials owned by or licensed to SBC, shall be destroyed or returned to Supplier upon the earlier of (i) Supplier’s request or (ii) upon Termination or expiration of this Agreement. All copies of such Information in
intangible form, such as electronic records, including electronic mail but excluding materials owned by or licensed to SBC, shall be destroyed upon the earlier of (i) Supplier’s request or (ii) upon Termination, or expiration of this
Agreement, and upon request SBC shall certify to Supplier the destruction of all intangible copies of such Information. 
 4. Infringement. The
phrase “refund any charges paid by SBC, with a credit for use pro-rated based upon a five (5) year usable life” at the end of Section 3.14(A)(4) is replaced with “refund any charges paid by SBC, with a credit for use
pro-rated based upon a usable life based on the historical use by SBC of similar Computer Programs, which refund shall be excluded from the limitations on liability set forth in Section 3.18(B)”. 

5. Appendix 3.38. Annex 1 to this Amendment is added to the Agreement as Appendix 3.38. 

6. COPS Orders. The following is added as a new Section 3.36(C): 

C. Amdocs shall, upon SBC’s request from time to time, enter into Order(s) for Custom Software Development for COPS in the form attached
to this Agreement as Appendix 3.38. The terms of Appendix 3.38 shall apply to all COPS Orders. 

  
 2 








 7. Extension of Acceptance Test Period. The final sentence of Section 5.3(B) is deleted and replaced
with: 
 The Acceptance Test Period shall be extended by the greater of either (i) [**] during which [**] the Software, or
(ii) when applicable, [**]. 
 8. Deemed Acceptance. The final sentence of Section 5.3(C) is deleted and replaced with: 

If SBC fails to send an Acceptance Letter, or to inform Amdocs of the rejection of the Software, within two (2) business days after the
conclusion of the Acceptance Test Period, then Amdocs shall promptly notify SBC’s IT leadership of such failure via e-mail or other writing, with a copy to SBC’s Project Manager. If neither SBC’s IT leadership nor SBC’s Project
Manager responds via e-mail or other writing within four (4) business days after such notice has been duly given, the Software shall be deemed to be Accepted as of the end of such Acceptance Test Period. 

9. Training. The following is added at the end of Section 7.2: 

The rates for types (b) and (c) training shall not exceed the rates for other work performed under the applicable Order. There shall
be no charge for preparation (excluding reproduction costs, if applicable) of standard training materials for the core Software that is licensed to SBC by Amdocs pursuant to the Software Master Agreement No. 03032360 between the Parties dated
December 16, 2003 (the “Software Master Agreement”), and all such standard training materials shall be deemed Documentation for the purposes of the Software Master Agreement. 

10. Full Force and Effect. All provisions of the Agreement not specifically affected by this Amendment shall remain in full force and effect without
alteration or modification. 

  
 3 








 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed, which may be in duplicate
counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs. 

 



			
	Amdocs Inc.
		
	By:	  	 /s/ John L. Conlin



			
		
	Printed Name:	  	 John L. Conlin



			
		
	Title:	  	Vice President
		
	Date:	  	  


 


			
	SBC Services, Inc.
		
	By:	 	 /s/ Ron Watt



			
		
	Printed Name:	 	 Ron Watt



			
		
	Title:	 	Director – IT Strategic Sourcing
		
	Date:	 	 12-15-03


 
 


  
 4 








 Annex 1 to Amendment Number 1 

Appendix 3.38 
 Form of
Qualified Custom Software Development Order for Custom Software 
 Development Associated with Software Master Agreement
#             
 This Qualified Custom Software Development Order for Custom Software
Development (this “Order”), effective upon execution by the parties (“Effective Date”), is by and between Amdocs Inc., a Delaware corporation (“Supplier” or “Amdocs”) and SBC Services, Inc., a Delaware
corporation (“SBC”), and shall be governed pursuant to the provisions of Agreement Number 02026713 (the “Master Services Agreement”), which by this reference are incorporated as if fully set forth herein. Any special terms and
conditions in this Order that add to, differ from, or modify the provisions of the Master Services Agreement shall apply to this Order only, and shall survive the Termination, or Expiration of the Master Services Agreement. 

This Order is associated with Agreement #             
[To be filled in prior to signing] (the “Base Agreement”) under Software Master Agreement #03032360 (the “Software Master Agreement”) between Amdocs Software Systems Limited
and SBC.  
  

	1.	Order Number:
                                        


  

	2.	Term of Agreement:
                                        


  

	3.	Project Name and Description: [Insert] 

  

	4.	The Custom Software and Program Material Ordered 

 This Order incorporates the Detailed Functional
Specifications (Attachment 1). 
  

	5.	Third Party Software 

  

	6.	Additional Items Ordered 

 The following are a part of this order
                    . 
  

	7.	Milestones 

 Amdocs shall deliver the Custom Software and Program Material as listed and described
herein, on or before the Delivery Date(s) specified in the following table: 
 Milestone Schedule: 

 

							
	 Milestone
	  	Required Delivery Date	  	Payment Amount	  	Holdback
Amount
	 <Milestone 1>
	  		  		  	
	 <Milestone 2>
	  		  		  	
	 ...
	  		  		  	
	 ...
	  		  		  	


  
 5 








 Liquidated Damages for Delay in Delivery: 

Upon discovery of anything indicating a reasonable certainty that Software and/or Services will not be delivered by the scheduled Delivery
Date, Amdocs shall notify SBC and provide the estimated length of delay. The Parties shall work jointly toward resolving the delayed delivery. If the Parties reach agreement on an extended Delivery Date and Amdocs fails to meet the extended Delivery
Date, then SBC may (i) if such delay amounts to a material breach, exercise SBC’s termination rights under the Agreement with respect to this applicable Order, (ii) exercise its right to recover Liquidated Damages specified hereunder,
and/or (iii) further extend the Delivery Date. No payments, progress or otherwise, made by SBC to Amdocs after any scheduled Delivery Date shall constitute a waiver of Liquidated Damages. Delivery Dates shall be extended as and to the extent
Amdocs’ is unable to meet the original Delivery Date due to causes outside of Amdocs’ control. Such extension shall be proportionate to the delay caused by factors outside Amdocs’ control. 

Notwithstanding anything to the contrary in the Agreement, in the event of Supplier’s failure to meet a Delivery Date above (as it may
have been extended in accordance with the terms as set forth herein) SBC shall be entitled to Liquidated Damages according to the following schedule: 
  

			
	 Days Late
	  	 Liquidated Damages

	0-14	  	$0
	15-44	  	10% of fees under this Order
	45-74	  	10% of fees under this Order
	75+	  	10% of fees under this Order

 The foregoing Liquidated Damages shall be calculated cumulatively and shall be capped at a total of thirty percent
(30%) of the fees under this Order. SBC’s taking of Liquidated Damages for failure to meet a Delivery Date shall not preclude SBC from claiming actual damages in excess of the Liquidated Damages; provided, however, that the amount of
Liquidated Damages taken by SBC shall be deducted from any damages awarded to SBC. Liquidated Damages taken by SBC for failure to meet a Delivery Date shall be excluded from the limitations of liability set forth in Section 3.18(B) of the
Agreement. 
  

	8.	Deliverables/Release Items 

  

	9.	Supplier Responsibilities 


  
 6 









	10.	SBC Responsibilities 

  

	11.	Management Oversight by: 

  

	12.	Party responsible for System Testing: 

  

	13.	Warranty: Applies/ 

 All Custom Software and Program Material provided by Amdocs under this order
shall be under a Warranty Period of [**] commencing on Acceptance by SBC. 
  

	14.	Compensation 

 All payments due under this Order shall be subject to a [**] of the amount that would
otherwise be due hereunder. SBC shall pay to Amdocs all amounts so held back by SBC upon Acceptance by SBC of the final milestone under this Order. 
 The
rate for [**] work under this Order shall be a [**]. 
 The rate for [**] work shall be a [**]. 

Travel and living expenses will not be paid for resources working at their primary work location or in the same metropolitan area as their primary work
location. International travel expenses shall be limited to the round-trip between the SBC on-site location and the resource’s point of entry into the United States. 

Aggregate travel and living expenses under all COPS Order(s) shall be limited to no more than [**] of the aggregate amount paid by SBC under all COPS Orders.

 All work will be based on actual time worked, subject to a not-to-exceed amount of:
            . [Amount to be based on final RFP Response proposed cost of work.] 
  

	15.	Project Managers 

 SBC: 

Amdocs: 
  

	16.	Special Terms and Conditions 


  
 7 









	17.	Warranty, Maintenance, Service Levels and Liquidated Damages 

 The provisions of Section 3.34 and
Article 5.0 of the Software Master Agreement are incorporated into this Order as if set forth herein, shall replace Section 3.34 (excluding Section 3.34(D)(2) of the Master Services Agreement) and Section 5.8 of the Master Services
Agreement and shall apply to the Software. 
 In applying Article 5.0 to this Order, the Maintenance Fee will be, at SBC’s option: ([**]
(2) pursuant to a mutually agreed dedicated team, which dedicated team will be billed for on a time and materials basis at the rates set forth in Section 14 of this Order. Maintenance charged under clause (1) will be invoiced on an
annual basis in advance and if charged under clause (2) will be invoiced on a [**] basis in arrears. Alternatively, SBC may obtain support and maintenance for COPS Custom Software pursuant to Orders for OnGoing Support, in which case, the
provisions of Article 5.0 of the Software Master Agreement will not apply to such Orders for OnGoing Support. In addition, SBC may choose not to obtain maintenance and support services from Amdocs. 

Liquidated Damages applicable to an annual maintenance period arising from applying Section 5.4 of the Software Master Agreement to the Custom Software
under the COPS Orders shall not exceed 20% of the Maintenance Fees paid by SBC to Amdocs during such annual maintenance period under all COPS Orders. Notwithstanding the foregoing, the cap on Liquidated Damages during the Warranty Period of a COPS
Order arising from the application of the last sentence of Section 3.34 and Section 5.4 of the Software Master Agreement to the Custom Software under that COPS Order shall be limited to $120,000. 

IN WITNESS WHEREOF, this Order has been executed by authorized representatives of the parties hereto, in duplicate, as of the date first set forth
above. 

 



			
	Amdocs Inc.
		
	By:	 	  



			
		
	Print Name:	 	  



			
		
	Title:	 	  

		
	Date:	 	  


 


			
	SBC Services, Inc.
		
	By:	 	  



			
		
	Print Name:	 	  



			
		
	Title:	 	  

		
	Date:	 	  


 
 


  
 8 








 Amendment 

No. 02026713-02 

Between 
 Amdocs, Inc.

 And 
 SBC
Services, Inc. 







 AMENDMENT NUMBER TWO 

TO 
 AGREEMENT NO.
02026713 
 THIS AMENDMENT NUMBER TWO TO AGREEMENT NO. 02026713 (this “Amendment”) is made and entered by and between Amdocs
Inc. (“Amdocs”) and SBC Services, Inc. (“SBC”), each of which may be referred to in the singular as “Party” or in the plural as “Parties”, as of the date the last Party signs. 

W I T N E S S E T H 

WHEREAS, SBC and Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of
7 August 2003 (the “Agreement”); 
 WHEREAS, Amdocs desires to provide software solutions for projects consisting of Amdocs
core software that if purchased by SBC may be customized by Amdocs at SBC’s request to meet SBC’s requirements. Such requirements will be identified, refined, modified, and/or extended from time to time via Work Orders or Amendments to
Work Orders; 
 WHEREAS, Amdocs Software Systems Limited and SBC have entered into that certain Agreement No. 03032360-1 pursuant to
which SBC has the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, SBC may desire Amdocs to implement customizations to
such Software pursuant to the terms and conditions of the Agreement as amended herein; and WHEREAS, Amdocs desires to implement customizations to the Software pursuant to the terms and conditions of the Agreement as amended herein. 

NOW, THEREFORE, In consideration of the mutual promises contained below, the parties amend the Agreement as follows: 

 

	1.	Definitions. All terms used in this Amendment with initial capital letters shall have the meanings, if any, ascribed to such terms in the Agreement. 


 

	2.	Appendix 3.39. Annex 1 to this Amendment (Work Order template) is added to the Agreement as Appendix 3.39. 

  

	3.	Orders. The following is added as a new Section 3.36(D): 

 D. Amdocs shall, upon
SBC’s request from time to time, enter into Order(s) for Custom Software Development for projects in the form attached to this Agreement as Appendix 3.39. The terms of Appendix 3.39 shall apply to all project Orders. 

 

	4.	Credit for Software Orders. Amdocs agrees that SBC may apply any “Credit towards services for implementing each of the modules” as detailed in Amendment 1 to the Software Master Agreement # 03032360 to
any services associated with the respective software products licensed thereunder. 

  

	5.	Full Force and Effect. All provisions of the Agreement not specifically affected by this Amendment shall remain in full force and effect without alteration or modification. 


  
 1/10/2005 








 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ John L. Conlin



			
		
	Printed Name:	 	 John L. Conlin



			
		
	Title:	 	 Vice President

		
	Date:	 	 1/11/05


 


			
	SBC Services, Inc.
		
	By:	 	 /s/ Jayu Bishop



			
		
	Printed Name:	 	 Maureen Merkle



			
		
	Title:	 	 President – Procurement

		
	Date:	 	 30 December 2004


 
 


  
 1/10/2005 








 Annex 1 to Amendment Number 1 

Appendix 3.39 

Form of Qualified Custom Software Development Order for Custom Software Development 

Associated with Software Master Agreement # 03032360 

This Qualified Custom Software Development Order for Custom Software Development (this “Order”), effective upon execution by the parties
(“Effective Date”), is by and between Amdocs Inc., a Delaware corporation (“Supplier” or “Amdocs”) and SBC Services, Inc., a Delaware corporation (“SBC”), and shall be governed pursuant to the provisions of
Agreement Number 02026713 (the “Master Services Agreement”), which by this reference are incorporated as if fully set forth herein. Any special terms and conditions in this Order that add to, differ from, or modify the provisions of the
Master Services Agreement shall apply to this Order only, and shall survive the Termination, or Expiration of the Master Services Agreement. 
 This Order
is associated with Software Master Agreement #03032360 (the “Software Master Agreement”) between Amdocs Software Systems Limited and SBC. 
  

	1.	Order Number: 

  

	2.	Term of Agreement: 

  

	3.	Project Name and Description: [Insert] 

  

	4.	The Custom Software and Program Material Ordered 

 This Order incorporates the Detailed Functional
Specifications (Attachment 1). 
  

	5.	Third Party Software 

  

	6.	Additional Items Ordered  

 The following are a part of this order
                    . 
  

	7.	Milestones 

 Amdocs shall deliver the Custom Software and Program Material as listed and described
herein, on or before the Delivery Date(s) specified in the following table: 
 Milestone Schedule: 

 

							
	 Milestone
	  	Required Delivery Date	  	Payment Amount	  	Holdback
Amount
	 <Milestone 1>
	  		  		  	
	 <Milestone 2>
	  		  		  	
	 ...
	  		  		  	


  
 1/10/2005 








 Liquidated Damages for Delay in Delivery: 

Upon discovery of anything indicating a reasonable certainty that Software and/or Services will not be delivered by the scheduled Delivery
Date, Amdocs shall notify SBC and provide the estimated length of delay. The Parties shall work jointly toward resolving the delayed delivery. If the Parties reach agreement on an extended Delivery Date and Amdocs fails to meet the extended Delivery
Date, then SBC may (i) if such delay amounts to a material breach, exercise SBC’s termination rights under the Agreement with respect to this applicable Order, (ii) exercise its right to recover Liquidated Damages specified hereunder,
and/or (iii) further extend the Delivery Date. No payments, progress or otherwise, made by SBC to Amdocs after any scheduled Delivery Date shall constitute a waiver of Liquidated Damages. Delivery Dates shall be extended as and to the extent
Amdocs’ is unable to meet the original Delivery Date due to causes outside of Amdocs’ control. Such extension shall be proportionate to the delay caused by factors outside Amdocs’ control. 

Notwithstanding anything to the contrary in the Agreement, in the event of Supplier’s failure to meet the Delivery Date for delivery to
Acceptance Testing above (as it may have been extended in accordance with the terms as set forth herein) SBC shall be entitled to Liquidated Damages according to the following schedule: 

 

			
	 Days Late
	  	 Liquidated Damages

	0-14	  	$0
	15-44	  	10% of fees under this Order
	45-74	  	10% of fees under this Order
	75+	  	10% of fees under this Order

 The foregoing Liquidated Damages shall be calculated cumulatively and shall be capped at a total of thirty
percent (30%) of the fees under this Order. SBC’s taking of Liquidated Damages for failure to meet a Delivery Date shall not preclude SBC from claiming actual damages in excess of the Liquidated Damages; provided, however, that the amount
of Liquidated Damages taken by SBC shall be deducted from any damages awarded to SBC. Liquidated Damages taken by SBC for failure to meet a Delivery Date shall be excluded from the limitations of liability set forth in Section 3.18(B) of the
Agreement. 
  

	8.	Deliverables/Release Items 

  

	9.	Supplier Responsibilities 

  

	10.	SBC Responsibilities 

  

	11.	Management Oversight by: 


  
 1/10/2005 









	12.	Party responsible for System Testing: 

  

	13.	Warranty: Applies 

 All Custom Software and Program Material provided by Amdocs under this order
shall be under a Warranty Period of [**] commencing on Acceptance by SBC. 
  

	14.	Compensation 

 All payments due under this Order shall be subject to a holdback of
[**] of the amount that would otherwise be due hereunder. SBC shall pay to Amdocs all amounts so held back by SBC upon Acceptance by SBC of the final milestone under this Order. 

[For Services ordered on a fixed price basis under Orders executed within [**] of the execution date of Amendment Two, the following applies -
The fixed price for each component of the project will be developed by applying a [**] rate of $[**].] This rate shall include [**] resources. 

The rate for [**] Services under this Order shall be a [**]. This rate shall continue in effect for [**] from execution of this Amendment. This rate shall be
applied for time & materials, and time and materials not to exceed Work Orders. 
 The rate for [**] work shall be a [**]. This rate shall continue
in effect for 18 months from execution of this Amendment. 
 Travel and living expenses will not be paid for resources working at their primary work
location or in the same metropolitan area as their primary work location. International travel expenses shall be limited to the round-trip between the SBC on-site location and the resource’s point of entry into the United States. 

Aggregate travel and living expenses under all Order(s) executed pursuant to this Amendment shall be limited to no more than [**] of the aggregate amount paid
by SBC under all such Orders. 
 At SBC’s option SBC Orders may be based on a time and materials not to exceed Work Order which shall be based on the
time and materials rates set forth above. 
  

	15.	Project Managers 

 SBC: 

Amdocs: 
  

	16.	Special Terms and Conditions 

  

	17.	Warranty, Maintenance, Service Levels and Liquidated Damages 

 The provisions of Section 3.34 and
Article 5.0 of the Software Master Agreement are incorporated into this Order as if set forth herein, shall replace Section 3.34 (excluding Section 3.34(D)(2) of the Master Services Agreement) and Section 5.8 of the Master Services
Agreement and shall apply to the Software. 

  
 1/10/2005 








 In applying Article 5.0 to this Order, in the event SBC elects to purchase maintenance for Custom Software, SBC
may elect to purchase maintenance under either of the following maintenance fee options: [**]; or (2) pursuant to a mutually agreed dedicated team, which dedicated team will be billed for on a time and materials basis at the rates set forth in
Section 14 of this Order. Maintenance charged under clause (1) will be invoiced on an annual basis in advance and if charged under clause (2) will be invoiced on a [**] basis in arrears. Alternatively, SBC may obtain support and
maintenance for Custom Software pursuant to Orders for OnGoing Support, in which case, the provisions of Article 5.0 of the Software Master Agreement will not apply to such Orders for OnGoing Support. In addition, SBC may choose not to obtain
maintenance and support services from Amdocs. 
 Liquidated Damages applicable to an annual maintenance period arising from applying Section 5.4 of the
Software Master Agreement to the Custom Software under the Orders shall not exceed 20% of the Maintenance Fees paid by SBC to Amdocs during such annual maintenance period under all Orders executed pursuant to this Amendment. Notwithstanding the
foregoing, the cap on Liquidated Damages during the Warranty Period of a Order arising from the application of the last sentence of Section 3.34 and Section 5.4 of the Software Master Agreement to the Custom Software under that Order shall
be limited to $120,000. 

 



			
	By:	 	  



			
		
	Print Name:	 	 Appendix 3.39



			
		
	Title:	 	  

		
	Date:	 	  


 


			
	By:	 	  



			
		
	Print Name:	 	 Appendix 3.39



			
		
	Title:	 	  

		
	Date:	 	  


 
 


  
 1/10/2005 








 Amendment 

No. 02026713-03 

Between 
 Amdocs, Inc.

 And 
 SBC
Services, Inc. 








 Agreement Number 02026713-03 

 

 AMENDMENT NO. 3 

AGREEMENT NO. 02026713 
 This Amendment
No. 3, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier”) and SBC Services, Inc., a Delaware
corporation (“SBC”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.” 

WITNESSETH 

WHEREAS, SBC and Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of
7 August 2003, as amended by Amendment No. 1 effective December 19,2003, and as further amended by Amendment No. 2 effective January 10, 2005 (collectively, the “Agreement”); and  

WHEREAS, Amdocs Software Systems Limited and SBC have entered into that certain Agreement No. 03032360-1 pursuant to which SBC has
the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, SBC may desire Amdocs to implement customizations to
such Software pursuant to the terms and conditions of the Agreement as amended herein; and WHEREAS, Amdocs desires to implement customizations to the Software pursuant to the terms and conditions of the Agreement as amended herein. 

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

 

	1.	ARTICLE VI - ONGOING SUPPORT SERVICES, Section 6.1 Allowable Expenses, is hereby deleted and replaced in its entirety with the following: 


SBC is not responsible for any travel, meal or other business related expense incurred by Supplier whether or not incurred in its performance
of its obligations under this Agreement, unless such expense complies with the requirements of SBC’s Vendor Expense Policy attached hereto and incorporated herein as Appendix 1.2(4), and is not otherwise restricted under the terms of this
Agreement or any applicable Order. Upon request by SBC, Supplier shall use commercially reasonable efforts to provide in a timely manner supporting documentation for any unusual or out of the ordinary expenses or in instances when the applicable SBC
approver cannot make a reasonable determination on the propriety of the transaction without such documentation. The Parties further agree that for the purpose of determining when an expense is “incurred” pursuant to Section 2.1 of the
Vendor Expense Policy, Supplier shall be deemed to incur such expense when the invoice or expense voucher for such expense is submitted to Supplier’s Accounts Payable department for payment. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713-03 

 


	2.	Appendix 1.2(4) Reimbursable Expenses 

 Amdocs and SBC agree to delete the Appendix
1.2(4) Reimbursable Expenses attached to the Agreement, in its entirety, and replace it with the revised Appendix 1.2(4) Vendor Expense Policy, attached herewith. 
  

	3.	ARTICLE VI - ONGOING SUPPORT SERVICES, Section 6.11 Third Party Administrative Services is hereby added in its entirety as follows: 


Supplier acknowledges that a third party vendor will be performing certain administrative functions associated with this Agreement pursuant to
a contract between SBC and the third party vendor. These administrative functions include, but are not limited to the following: 
  

	 	a.	Tracking of certificates of insurance 

  

	 	b.	Providing financial analysis 

  

	 	c.	Verifying supplier diversity certification 

  

	 	d.	Supplier profile information 

 Supplier agrees to cooperate with such third party vendor to
facilitate its performance of these administrative functions, including Supplier’s provision of data reasonably requested from time to time by such third party vendor. Further, notwithstanding any other provision of this Agreement, Supplier
agrees that SBC may provide to such third party vendor Confidential Information regarding Supplier, subject to such third party vendor’s execution of a written non-disclosure agreement with Suppler which provides Supplier with no less
protection for such Confidential Information than that required of SBC under this Agreement. Supplier will execute a non-disclosure agreement with the third party vendor no later then December 31, 2005. Supplier agrees to pay the third party
vendor an annual fee for the performance of these administrative functions, which annual fee shall not exceed [**] and a [**]. SBC agrees that Supplier shall have no liability to such vendor in excess of such amounts. 

The terms and conditions of Agreement No. 02026713 in all other respects remain unmodified and in full force and effect. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713-03 

 

 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be
executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.
		
	By:	 	 /s/ John J. Horgan



			
		
	Printed Name:	 	John J. Horgan


			
		
	Title:	 	President – Administrative Operations, North America
		
	Date:	 	 12/15/05


 


			
	SBC Services, Inc.
		
	By:	 	 /s/ Beverly Madsen



			
		
	Printed Name:	 	Beverly Madsen


			
		
	Title:	 	Associate Director – Strategic Sourcing
		
	Date:	 	 Dec. 8, 2005


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 

 Appendix 1.2(4) Vendor Expense Policy 

 

	1.0	GENERAL 

 SBC Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of SBC in
requesting reimbursement for business travel, meals and other business related expense. Expenses outside this policy are not reimbursable. 
 The following
principles apply to requests for expense reimbursement: 
 When spending money that is to be reimbursed, vendors must ensure that an SBC Company
(“Company”) receives proper value in return. Prudent and proper judgment must be used in reporting and approving business expenses. 
 The concept
that a vendor and its employees are ‘entitled’ to certain types or amounts of expenditures while conducting business with the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were
incurred. The use of averages for any type expenditure or combination of expenditures is not permitted except as specifically provided or documented in a contract. 

Every vendor and SBC employee who certifies or approves the correctness of any voucher or bill should have reasonable knowledge that the expense and amounts
are proper and reasonable. Nothing in these guidelines shall preclude adoption by a responsible SBC manager of a more restrictive policy or practice concerning the expenditure of Company funds by a vendor. In the absence of the adoption of such
policy, or existing contractual agreements, these guidelines are considered the minimum requirements for requesting reimbursement of Company funds. These policies should be included in any new or renewed contract with a contractor or consultant.

 Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an SBC company. 

Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations For Affiliates of SBC Communications, Inc. for
appropriate vendor invoice authorization approval levels. 
 Receipts should be requested and reviewed for any unusual or out of the ordinary
expenses or where the approver cannot make a reasonable determination on the propriety of the transaction without a receipt. 
 The origination of a
given expenditure for business purposes is the responsibility of the vendor incurring the expense and the authorization of that expense is the responsibility of the appropriate level of SBC management in accordance with the Schedule of
Authorizations For Affiliates of SBC Communications, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 


	 	1.1	Non-Reimbursable Expenses 

 The following expenses are considered non-reimbursable: 

 

	 	•	 	Airline club membership fees, dues, or upgrade coupons 

  

	 	•	 	Meals not consistent with SBC employee policy 

  

	 	•	 	Annual credit card fees 

  

	 	•	 	Entertainment expenses 

  

	 	•	 	Upgrades on airline fees 

  

	 	•	 	Excessive tips, i.e., in excess of 15% of cost of meal or services, excluding tax 

  

	 	•	 	PC, cell phone, and other vendor support expenses 

  

	 	•	 	Meals not directly required to do business on the SBC account (e.g. vendors cannot voucher lunch with each other simply to talk about SBC) 


 

	 	•	 	In-flight drinks 

  

	 	•	 	Magazines & newspapers 

  

	 	•	 	Expenses associated with spouses or other travel companions 

  

	 	•	 	Office expenses of vendors 

  

	 	•	 	Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). SBC expects all vendors to complete the terms of contracts in the shortest period practicable. Charges for
shortening the timeframe in which contracts are fulfilled are not permissible. 

  

	 	•	 	Vendors may not submit expenses to cover meals or expenses for an SBC employee, whether in a home location or on official travel 

  

	 	•	 	Travel purchased with prepaid air passes. 

  

	 	•	 	Birthday cakes, lunches, balloons, and other personal celebration/recognition costs 

  

	 	•	 	Break-room supplies for the vendor, such as coffee, creamer, paper products, soft drinks, snack food 

  

	 	•	 	Water (bottled or dispensed by a vendor) 

  

	 	•	 	Clothing, personal care, and toiletries 

  

	 	•	 	Laundry (except when overnight travel is required for 7 or more consecutive nights) 

  

	 	•	 	Flight or rental car insurance 

  

	 	•	 	Flowers, cards and gifts 

  

	 	•	 	Hotel pay-per-view and/or mini bar items 

  

	 	•	 	High speed internet access in hotels 

  

	 	•	 	Lost luggage or parking tickets 

  

	 	•	 	Medical supplies 

  

	 	•	 	Membership fees to exercise facilities or social/country clubs 

  

	 	•	 	Movies purchased while on an airplane 

  

	 	•	 	Phone usage on airline unless business emergency 

 Failure to comply with the above mentioned restrictions
will result in the Company refusing payment of charges or pursuing restitution from the vendor. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 


	2.0	RESPONSIBILITIES 

  

	 	2.1	Vendor’s Responsibility 

 SBC’s sponsoring client managers will ensure that
vendors have been covered on this policy prior to incurring any expenditures. Vendors and their sponsoring client managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses. 

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are
not submitted for reimbursement within [**] from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and
approved in a timely manner. 
  

	 	2.2	SBC Sponsoring Management Responsibility 

 Prior to authorizing reimbursement to the
vendor for expenditures, it is the responsibility of the SBC managers authorizing the payment to determine that: 
  

	 	•	 	The expenditure is reasonable and for a legitimate business purpose. 

  

	 	•	 	The expenditure complies with the policies contained in this document, the Code of Business Conduct, and other applicable Company practices. 


 

	 	•	 	All expenses are reviewed through Payment.Net or on form SBC-4472APA and those expenses are prepared in accordance with proper accounting details. 


In addition, the sponsoring SBC managers are responsible for ensuring the Vendor Expense Policy has been communicated to each vendor. 

 

	3.0	TRAVEL POLICY 

 Vendors must first consider the feasibility of using videoconferencing or
teleconferencing as an alternative to travel. Travel that is to be reimbursed by SBC should be incurred only as necessary. 
 SBC reserves the right to
dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be made to vendor only after expenses are verified as valid. 
  

	 	3.1	Travel Authorization 

 Travel requiring overnight stays must be approved by the
sponsoring SBC senior manager (5th level or above) and should be approved only if it is necessary for the vendor to travel to perform required work. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 


	 	3.2	Travel Reservations 

 Vendors are expected to procure the most cost efficient travel
arrangements, preferably equivalent to the SBC discount rate. SBC does not reimburse for travel purchased with prepaid air passes. 
  

	 	3.3	Travel Expense Reimbursement 

 Vendor travel expenses incurred for company business are
reimbursable only as specified in these guidelines. Travel expenses may include the following: 
  

	 	•	 	transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service) 

  

	 	•	 	meals and lodging 

  

	 	•	 	parking and tolls 

  

	 	•	 	tips/porter service (if necessary and reasonable) 

 Vendors who stay with friends or relatives
or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their hospitality by buying groceries, being host at a restaurant, etc. 

The expense must be ordinary and necessary, not lavish or extravagant, in the judgment of the SBC sponsoring management. Any reimbursement
request must be for actual expenditures only. 
  

	 	3.4	Air Travel Arrangements 

 Vendors must select lowest logical airfare (fares available in
the market at the time of booking, preferably well in advance of trip to attain lowest possible airfare). Vendors shall book coach class fares for all domestic travel at all times. First class bookings are not reimbursable. Vendors can request
business class when a single segment of flight time (“in air time” excluding layovers or ground time) is greater than 5 hours, or when flights are intercontinental. See attached Addendum B for specific airfare rates. 

 

	 	3.5	Hotel Arrangements 

 SBC has established Market-Based Room Rate Guidelines for vendors to
reference when making hotel reservations (see Addendum A). Vendors are expected to abide by these guidelines when making hotel arrangements. SBC will only reimburse vendors up to the established room rate guideline in each market, or for actual
hotel lodging charges incurred, whichever is less. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 

 Note: Vendors must indicate the number of room nights on the transaction line
when invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges. 
  

	 	3.6	Ground Transportation 

 While away from their home location overnight, vendors are
expected to utilize rapid transit or local shuttle service. If the hotel provides a complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local
transportation is reimbursable as a business expense. 
 A rental car is appropriate when the anticipated business cost is less than that of
other available public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models. 

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable. Prepaid fuel or refueling charges
at the time of return are not reimbursable. Rental cars should be refueled before returning to the rental company, since gas purchased through the rental company carries an expensive refueling service charge. 

 

	 	3.7	Use of Personal Vehicle 

 When use of personal vehicle is required, the currently
applicable IRS mileage rate for miles driven for the business portion of the trip should be the maximum used to determine the amount to be reimbursed. 
  

	 	3.8	Parking 

 If airport parking is necessary, vendors must use long term parking facilities.
Additional costs for short term, valet or covered parking are not reimbursable. 
  

	 	3.9	Entertainment 

 Entertainment expense is not reimbursable to vendors. Entertainment
includes meal expense involving SBC personnel, golf fees, tickets to events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie,
etc.) are not reimbursable. 
  

	 	3.10	Laundry and Cleaning 

 Reasonable laundry charges during business trips of seven or more
consecutive nights are reimbursable based on actual expenses incurred. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 


	 	3.11	Communications 

 The actual costs of landline telephone calls for SBC business are
reimbursable. The use of SBC products is required when available. 
 SBC will not reimburse vendors for cell phone bills. With prior consent
of the sponsoring SBC Senior Manager, only individual calls that exceed a vendor’s rate plan that are necessary to conduct business for SBC may be reimbursed. 

Charges for high speed internet access are not reimbursable. 
  

	 	3.12	Business Meals (Travel and Non-Travel) 

 Vendors are expected to find reasonably priced
dining alternatives. As a general rule, vendors are expected to spend[**] inclusive of tax and gratuity. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break out the amount for meals
and list the related number of travel days. Vendors may not submit expenses to cover meals or expenses for an SBC employee, whether in a home location or on official travel. 

SBC managers authorizing invoices will be held accountable for ensuring that vendors are following this policy and are spending Company funds
economically. 
  

	 	3.13	Flowers, Greeting Cards, Gifts and Incentive Awards 

 The cost of gifts, flowers,
birthday lunches, or greeting cards is considered a personal expense and is not reimbursable. For example, vendors making a donation or providing a gift for a fund-raiser for SBC may not submit such an expense to SBC for reimbursement. 

 

	 	3.14	Loss or Damage to Personal Property 

 The Company assumes no responsibility for loss or
damage to a vendor’s personal property during business functions or hours. 
  

	 	3.15	Publications 

 Subscriptions to or purchases of magazines, newspapers and other
publications are not reimbursable. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 

 ADDENDUM A 
  

											
	City	  	2005 Room
Rate Only
Guidelines	  	City	  	2005 Room
Rate Only
Guidelines	  	City	  	2005 Room
Rate Only
Guidelines
	Addison, TX (Dallas)	  	[**]	  	Las Vegas	  	[**]	  	Springfield, IL	  	[**]
						
	Akron	  	[**]	  	Lisle, IL	  	[**]	  	Springfield, MO	  	[**]
						
	Amarillo	  	[**]	  	Little Rock	  	[**]	  	St. Louis	  	[**]
						
	Anaheim, CA	  	[**]	  	Livonia, Ml	  	[**]	  	Sterling, VA	  	[**]
						
	Arlington. Hgts, IL	  	[**]	  	Lombard, (L (Chicago)	  	[**]	  	Stockton	  	[**]
						
	Arlington, VA	  	[**]	  	Long Beach	  	[**]	  	Sunnyvale	  	[**]
						
	Atlanta	  	[**]	  	Los Angeles	  	[**]	  	Tampa	  	[**]
						
	Arcadia	  	[**]	  	Lubbock	  	[**]	  	Temecula	  	[**]
						
	Auburn Hills, Ml (Detroit)	  	[**]	  	Madison	  	[**]	  	Tempe, AZ (Phoenix)	  	[**]
						
	Austin	  	[**]	  	Maryland Heights. MO (St. Louis)	  	[**]	  	Toledo	  	[**]
						
	Bakersfield	  	[**]	  	Mc Allen	  	[**]	  	Topeka	  	[**]
						
	Baltimore	  	[**]	  	McLean, VA	  	[**]	  	Torrance, CA	  	[**]
						
	Beaumont	  	[**]	  	Melbourne	  	[**]	  	Troy, Ml (Detroit)	  	[**]
						
	Boston	  	[**]	  	Memphis	  	[**]	  	Tukwila. WA	  	[**]
						
	Bridgeton, MO (St. Louis)	  	[**]	  	Meriden, CT (New Haven)	  	[**]	  	Tulsa	  	[**]
						
	Brookfield, WI (Milwaukee)	  	[**]	  	Miami	  	[**]	  	Visalia	  	[**]
						
	Burbank	  	[**]	  	Midland	  	[**]	  	Wallingford. CT (New Haven)	  	[**]
						
	Burlingame, CA	  	[**]	  	Milwaukee	  	[**]	  	Walnut Creek, CA (San Francisco)	  	[**]
						
	Charlotte	  	[**]	  	Minneapolis	  	[**]	  	Wait ham	  	[**]
						
	Chesterfield, MO (St. Louis)	  	[**]	  	Modesto	  	[**]	  	Warren, Ml (Detroit)	  	[**]
						
	Chicago	  	[**]	  	Monterey	  	[**]	  	Washington Dc	  	[**]
						
	Chico	  	[**]	  	N Little Rock, AR (Little Rock)	  	[**]	  	Waterford. Ml (Detroit)	  	[**]
						
	Cleveland	  	[**]	  	Nashville	  	[**]	  	Wausau	  	[**]
						
	Collinsville, IL (St. Louis)	  	[**]	  	New Haven	  	[**]	  	West Dundee. IL (Chicago)	  	[**]
						
	Columbus	  	[**]	  	New Orleans	  	[**]	  	Westford. MA	  	[**]
						
	Concord, CA	  	[**]	  	New York	  	[**]	  	Westminster, CO (Denver)	  	[**]
						
	Corpus Christi	  	[**]	  	Newark	  	[**]	  	White Plains	  	[**]
						
	Creve Coeur, MO (St. Louis)	  	[**]	  	Norfolk	  	[**]	  	Wichita	  	[**]
						
	Dallas	  	[**]	  	Oakbrook, IL (Chicago)	  	[**]	  	Windsor Locks, CT (Hartford)	  	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 


											
	City	  	2005 Room
Rate Only
Guidelines	  	City	  	2005 Room
Rate Only
Guidelines	  	City	  	2005 Room
Rate Only
Guidelines
	Dayton	  	[**]	  	Oakland	  	[**]	  		  	
						
	Dearborn, Ml	  	[**]	  	Oklahoma City	  	[**]	  		  	
						
	Denver	  	[**]	  	Ontario	  	[**]	  		  	
						
	Detroit	  	[**]	  	Orange County	  	[**]	  		  	
						
	Dublin, CA (San Francisco)	  	[**]	  	Orlando	  	[**]	  		  	
						
	Dublin, OH (Columbus)	  	[**]	  	Overland Park, KS	  	[**]	  		  	
						
	Dulles, VA	  	[**]	  	Pasadena	  	[**]	  		  	
						
	Earth City. MO (St. Louis)	  	[**]	  	Peoria	  	[**]	  		  	
						
	Eau Claire	  	[**]	  	Pewaukee, WI (Milwaukee)	  	[**]	  		  	
						
	El Paso	  	[**]	  	Philadelphia	  	[**]	  		  	
						
	Emeryville, CA (Oakland)	  	[**]	  	Phoenix	  	[**]	  		  	
						
	Englewood, CO (Denver)	  	[**]	  	Piscataway, NJ (Newark)	  	[**]	  		  	
						
	Eureka/Arcata	  	[**]	  	Piano. TX	  	[**]	  		  	
						
	Fairfax, Virginia	  	[**]	  	Pleasanton	  	[**]	  		  	
						
	Farmington Hills, Ml (Detroit)	  	[**]	  	Portland	  	[**]	  		  	
						
	Fayetteville	  	[**]	  	Raleigh	  	[**]	  		  	
						
	Fort Wayne	  	[**]	  	Reno	  	[**]	  		  	
						
	Fresno	  	[**]	  	Reston. VA	  	[**]	  		  	
						
	Ft Lauderdale	  	[**]	  	Richardson, TX	  	[**]	  		  	
						
	Ft. Worth, TX (Dallas)	  	[**]	  	Rockville, MD	  	[**]	  		  	
						
	Gaithersburg, MD	  	[**]	  	Rolling Meadows, IL (Chicago)	  	[**]	  		  	
						
	Grand Rapids	  	[**]	  	Rosemont, IL	  	[**]	  		  	
						
	Green Bay	  	[**]	  	Sacramento	  	[**]	  		  	
						
	Greenbelt, MD	  	[**]	  	Saginaw	  	[**]	  		  	
						
	Harlingen	  	[**]	  	Salt Lake City	  	[**]	  		  	
						
	Herndon, VA	  	[**]	  	San Antonio	  	[**]	  		  	
						
	Hartford	  	[**]	  	San Diego	  	[**]	  		  	
						
	Hoffman Estates	  	[**]	  	San Francisco	  	[**]	  		  	
						
	Houston	  	[**]	  	San Jose	  	[**]	  		  	
						
	Hudson. OH (Cleveland)	  	[**]	  	San Luis Obispo	  	[**]	  		  	


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
 12 









 Agreement Number 02026713-03 

 


											
	City	  	2005 Room
Rate Only
Guidelines	  	City	  	2005 Room
Rate Only
Guidelines	  	City	  	2005 Room
Rate Only
Guidelines
	Huntsville	  	[**]	  	San Ramon	  	[**]	  		  	
						
	Independence, OH (Cleveland)	  	[**]	  	San Leandro, CA	  	[**]	  		  	
						
	Indianapolis	  	[**]	  	Santa Clara	  	[**]	  		  	
						
	Irving, TX	  	[**]	  	Santa Monica	  	[**]	  		  	
						
	Jacksonville	  	[**]	  	Santa Rosa	  	[**]	  		  	
						
	Kalamazoo	  	[**]	  	Sarasota	  	[**]	  		  	
						
	Kansas City	  	[**]	  	Schaumburg, IL	  	[**]	  		  	
						
	La Jolla	  	[**]	  	Scottsdale	  	[**]	  		  	
						
	Lansing	  	[**]	  	Seattle	  	[**]	  		  	
						
	Laredo	  	[**]	  	Southfield, Ml	  	[**]	  		  	

 Cities not listed on the Top City Hotel Room Rate Only Guideline Matrix, default to $[**] nightly rate. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713-03 

 

 ADDENDUM B 

International travel expenses shall be limited to the round-trip between the SBC on-site location and the resource’s point of entry into the United
States. 
 SBC will provide Supplier with at least [**] day prior notice of all required travel to permit Supplier to obtain the lowest possible airfare.
Travel costs for flights for which Supplier received [**] days notice will be calculated per the following table with the exception that, for international travel, flight costs will be charged at the rate of [**]. All other travel costs will be
calculated in accordance with Section 3.4 above. 
 Aggregate travel and living expenses under all Work Order(s) shall be limited to no more than [**]
of the aggregate amount paid by SBC under all Orders. 
  

													
	 	  	 Destination

	  	 Dallas
	  	 St Louis
	  	 Bay Area
	  	 Chicago
	  	 Israel/Cyprus

	 Originating Location
	  	 Dallas
	  		  	[**]	  	[**]	  	[**]	  	[**]
	  	 St Louis
	  	[**]	  		  	[**]	  	[**]	  	[**]
	  	 Bay Area
	  	[**]	  	[**]	  		  	[**]	  	[**]
	  	 Chicago
	  	[**]	  	[**]	  	[**]	  		  	[**]
	  	 Israel /Cyprus
	  	[**]	  	[**]	  	[**]	  	[**]	  	


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties. 


  
 14 








 Amendment 

No. 02026713.A.004 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 







 Agreement Number 02026713.A.004 

AMENDMENT NO. 4 

AGREEMENT NO. 02026713 
 This Amendment
No. 4, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc.,
formerly known as SBC Services, Inc. (“SBC”), a Delaware corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.” 

WITNESSETH 

WHEREAS, AT&T and Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as
of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective January 10, 2005, and as further amended by Amendment No. 3 effective December 15 2005,
(collectively, the “Agreement”); and 
 WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that
certain Agreement No. 03032360-1 pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; 

WHEREAS, AT&T may desire Amdocs to implement customizations to such Software pursuant to the terms and conditions of the Agreement
as amended herein; and 
 WHEREAS, Amdocs desires to implement customizations to the Software pursuant to the terms and conditions of
the Agreement as amended herein. 
 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto
agree as follows: 
  

	1.	TABLE OF CONTENTS, APPENDICES AND EXHIBITS is hereby amended to add the following: 


Appendix 6.5 - Background Check 

Exhibit F – Confidentiality and Invention Agreement 

Exhibit G – Software/Technology Nondisclosure Agreement 

Exhibit H – Disaster Recovery and Business Continuity Plan 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.004 

 


	2.	ARTICLE II - DEFINITIONS is hereby amended to include the following: 

  

	 	2.42	“AT&T Personal Data” means that portion of AT&T Data that is subject to any Privacy Laws and includes CPI (for example, under 47 U.S.C. § 222(b)) and CPNI. 


 

	 	2.43	“CPI” means Customer Proprietary Information. 

  

	 	2.44	“CPNI” “Customer Proprietary Network Information” or “CPNI” means (i)“customer proprietary network information” as defined under the Communications Act of 1934, as
amended, including by the Telecommunications Act of 1996, and applicable Federal Communications Commission orders and regulations; (ii) any of the following information of any customer of AT&T, or any customer of any such customer, whether
individual or aggregate, whether or not including identifying information: names, addresses, phone numbers, calling patterns, quantity, nature, technical configurations, locations, types, destinations or amount of use of telecommunications services
received or calls received or made; (iii) information contained on the telephone bills of AT&T’s customers (including the customers of such customers) pertaining to telephone exchange service or telephone toll service received by a
customer of AT&T or of any customer; (iv) unlisted customer numbers; (v) aggregate customer data with individual identifying information deleted; or (vi) information available to AT&T by virtue of AT&T’s relationship
with its customers as a provider of telecommunications service, or by virtue of their customers’ relationships with their own customers as a provider(s) of telecommunications services. 


 

	 	2.45	“EAR Denied Persons List” shall mean the Export Administration Regulations denied persons list of the Bureau of Industry and Security of the United States Department of Commerce, as updated, or such
other list of the United States that may replace, or be of similar subject matter to, the Export Administration Regulations denied persons list. 

  

	 	2.46	“Offshore Services” has the meaning given to it in Section 6.13. 

  

	 	2.47	“Privacy Laws” means Laws relating to data privacy, trans-border data flow or data protection. 

  

	 	2.48	“SDN Blocked Persons List” means the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury, as it is updated, or
such other list of the United States as may replace, or be of similar subject matter to, the Specially Designated Nationals and Blocked Persons list. 

  

	 	2.49	 “Laws” means all national, federal, intergovernmental, regional, common, state and local laws, statutes, regulations, rules,
executive orders, supervisory requirements, 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.004 

 


	 	
directives, circulars, opinions, orders, interpretive letters and other official releases of or by any government or quasi-governmental authority, or any
authority, department or agency thereof, or any self-regulatory organization, anywhere in the world, including Privacy Laws. 


 

	3.	ARTICLE 3 - GENERAL TERMS Section 3.4 Compliance with Laws is hereby deleted and replaced in its entirety with the following: 


 

	 	3.4	Compliance with Laws: 

  

	 	a.	Compliance with FCC Docket No. 96-115. Notwithstanding and without limiting any other provisions of this Agreement, Supplier represents and warrants that, with respect to the provision of the Services and the
performance of its other legal and contractual obligations hereunder, it shall be in compliance with any Laws based on 47 U.S.C. § 222 (including the rules and orders issued from Federal Communications Commission’s CC Docket
No. 96-115) and any Laws addressing similar subject matters, and shall remain in compliance with such Laws for the entire term of this Agreement, including identifying and procuring applicable permits, certificates, approvals and inspections
required under such Laws. 

  

	 	b.	Software, Equipment, Systems and Materials Compliance. Supplier warrants that, as of the Effective Date, the Software, Equipment, Systems and materials owned, provided or used by Supplier in providing the Services are
in compliance with all applicable Laws, and Supplier covenants that they shall remain in compliance with all applicable Laws for the entire term of this Agreement and/or any applicable Order. 


 

	 	c.	Compliance with Data Privacy Laws. Without limiting any other provisions of this Agreement, with respect to any AT&T Personal Data, Supplier shall comply with all Laws under applicable Privacy Laws (as well as Laws
with respect to any CPNI or CPI). Supplier shall also provide AT&T with such assistance as AT&T may reasonably require to fulfill its responsibilities under the respective applicable Privacy Laws. 


 

	 	d.	 Compliance with Export Control Laws. The Parties expressly acknowledge their obligation to comply with all applicable Laws regarding export from the
United States of computer hardware, Software, technical data or derivatives thereof, as such Laws may be modified from time to time. In their respective performance of the activities contemplated under this Agreement, neither party will directly or
indirectly export (or re-export) any computer hardware, Software, technical data or derivatives of such hardware, Software or technical data, or permit the shipment of same: (a) into any country to which the United States has embargoed goods;
(b) to anyone on the Denied Persons List, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers or (c) to any country or destination for which the United States government or a United States
governmental agency requires an export license or other approval for export without first having obtained such license or other approval. Each Party will reasonably cooperate with the other and will provide to the other promptly upon request any
end-user 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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certificates, affidavits regarding re-export or other certificates or documents as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any
export or import of products or Services under this Agreement. To the extent within Supplier’ control, Supplier shall be responsible for, and shall coordinate and oversee, compliance with such export Laws in respect of such items exported or
imported hereunder. This Section 3.4(i) shall not relieve Supplier of its obligation to perform the Services as provided herein, but such performance shall be undertaken in a manner complying with such Laws. Further, a change of any such Law
shall not constitute a force majeure event pursuant to Section 3.10. The provisions of this Section 3.4(i) will survive the expiration or termination of this Agreement for any reason. 


 

	 	e.	Executive Order Compliance. Supplier’s obligation to comply with all Laws includes the procurement of permits, certificates, approvals, inspections and licenses, when needed, in the performance of this Agreement.
Supplier further agrees to comply with all applicable Executive and Federal regulations. 

  

	4.	ARTICLE 3 - GENERAL TERMS Section 3.9 Export Control is hereby deleted and replaced in its entirety with the following: 

  


	 	3.9	Export Control: 

 Export Laws. Supplier understands and agrees that any and all
AT&T applications may not be exported or reexported to an embargoed country, or discussed, or reviewed by any citizen of the embargoed countries or entities (i.e., Cuba, Iran, Iraq, Libya, North Korea, and Syria). For all purposes, an embargoed
country is considered both the geographic area containing the land mass and the citizens of that country, whether they are within the borders of the country or not. Additionally, Supplier understands and agrees that it will not allow access to any
and all AT&T applications to any person from an embargoed country, even if living/working in another country. No one is authorized to work on this Work Order, if they are from an embargoed country. 

 

	5.	ARTICLE III - GENERAL TERMS Section 3.13 Information is hereby amended to add the following paragraph C Information – Customer. 


 

	 	C.	Information - Customer: 

  

	 	a.	 For the purposes of this clause, “Information – Customer,” “Customer Information” includes, but is not limited to, customer
name, address, phone number, information concerning a customer’s calling patterns, unlisted customer numbers, aggregate customer data with individual identifying information deleted, and Customer Proprietary Network Information
(“CPNI”) which includes information available to AT&T by virtue of the AT&T’s relationship with its customers as a provider of telecommunications service and may include: the quantity, technical configuration, location, type,
destination, amount of 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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use of telecommunications service subscribed to, and information contained on the telephone bills of AT&T’s customers pertaining to telephone exchange service or telephone toll service
received by a customer of AT&T. Except as provided herein, title to all Customer Information shall be in AT&T. Except as otherwise provided herein, no license or rights to any Customer Information are granted to Supplier hereunder.


  

	 	b.	Supplier acknowledges that Customer Information received may be subject to certain privacy laws and regulations and requirements of AT&T. Supplier shall consider Customer Information to be private, sensitive and
confidential. Accordingly, with respect to Customer Information, Supplier shall comply with all applicable CPNI restrictions of the Telecommunications Act (47 U.S.C. § 222) and, for AT&T’s customers residing in California, the
Constitution of California (Article I, § 1), the California Public Utilities Code (§§ 2891 – 2894), and General Order 107-B of the California Public Utilities Commission. Accordingly, Supplier shall: 


 

	 	1.	not use any CPNI to market or otherwise sell products to AT&T’s customers; 

  

	 	2.	make no disclosure of Customer Information to any party other than AT&T. 

  

	 	3.	not incorporate any Customer Information into any database other than in a database maintained exclusively for the storage of AT&T’s Customer Information; 


 

	 	4.	not incorporate any data from any of Supplier’s other customers, including Affiliates of AT&T, into AT&T’s customer database; 


 

	 	5.	make no use whatsoever of any Customer Information for any purpose except to comply with the terms of this Agreement; 

  

	 	6.	make no sale, license or lease of Customer Information to any other party; 

  

	 	7.	restrict access to Customer Information to only those employees of Supplier that require access in order to perform Services under this Agreement; 


 

	 	8.	implement and comply with a data security plan, approved in advance in writing by AT&T, and other procedures as may be agreed by AT&T and Supplier relative to the security of Customer Information at all times in
performing Services hereunder; 

  

	 	9.	prohibit access or use of Customer Information by any of Supplier’s other customers, Supplier’s Affiliates, or third parties except as may be agreed otherwise by AT&T; and 


 

	 	10.	promptly return all Customer Information to AT&T upon expiration, Termination or Cancellation of this Agreement or applicable schedule, unless expressly agreed or instructed otherwise by AT&T. 


 

	 	11.	comply with AT&T’s privacy policy, which can be found at privacy policies (which are available at http://att.sbc.com/gen/privacy-policy?pid=2506).; and 


 

	 	12.	immediately notify AT&T of any violation of this Subsection 5.C. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	6.	ARTICLE III - GENERAL TERMS Section 3.15 Insurance is hereby deleted and replaced in its entirety with the following: 

  

	 	a.	With respect to Supplier’s performance under this Agreement, and in addition to Supplier’s obligation to indemnify, Supplier shall: 


 

	 	i.	maintain the minimum insurance coverages and limits required by this Section and any additional insurance and/or bonds required by law. 


 

	 	1.	at all times during the term of this Agreement and until completion of all Work associated with this Agreement, whichever is later; and 


 

	 	2.	with respect to any coverage maintained in a “claims-made” policy, for two (2) years thereafter; 

  

	 	ii.	require each subcontractor that may perform Work under this Agreement or enter upon the Work site to maintain the same coverages and limits listed in this Section from the time when the subcontractor begins Work,
throughout the term of the subcontractor’s Work and, with respect to any coverage maintained on a “claims-made” policy, for two (2) years thereafter; 


 

	 	iii.	procure the required insurance from an insurance company eligible to do business in the State where Work will be performed and having and maintaining a Financial Strength Rating of “A” or better and a
Financial Size Category of “VIII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, Supplier may procure insurance
from the state fund of the state where Work is to be performed; and 

  

	 	iv.	deliver to AT&T certificates of insurance stating the types of insurance and policy limits, with a cancellation clause amended to read as follows: “The issuing company will endeavor to provide at least 30 days
advance written notice of cancellation or non-renewal to AT&T”. Supplier shall deliver such certificates: 

  

	 	1.	prior to commencement of any Work; 

  

	 	2.	prior to expiration of any insurance policy required in this Section; and 

  

	 	3.	for any coverage maintained on a “claims-made” policy, for two years following the term of this Agreement or completion of all Work associated with this Agreement, whichever is later. 


 

	 	b.	The insurance coverage required by this Section includes: 

  

	 	i.	Workers’ Compensation insurance with benefits afforded under the laws of the state in which the Work is to be performed and Employers Liability insurance with minimum limits of: 


$1,000,000 for Bodily Injury – each accident 

$1,000,000 for Bodily Injury be disease – policy limits 

$1,000,000 for Bodily Injury by disease – each employee 

To the fullest extent allowable by law, the policy must include a waiver of subrogation endorsed in favor of AT&T, its Affiliates, and
their directors, officers and employees. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	 	ii.	Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 10 01 or later, with minimum limits of: 


$2,000,000 General Aggregate limit 

$1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence 

$1,000,000 each occurrence limit for Personal Injury and Advertising Injury 

$2,000,000 Products/Completed Operations Aggregate limit 

$1,000,000 each occurrence limit for Products/Completed Operations 

$1,000,000 Fire Legal Liability 

The total limit may be met with any combination of primary and Umbrella/Excess Liability limits. The Commercial General Liability
insurance policy must: 
  

	 	1.	be endorsed to include AT&T, its Affiliates, and their directors, officers, and employees as Additional Insureds. Supplier shall provide a copy of the Additional Insured endorsement to AT&T prior to Work being
performed. A copy of the Additional Insured endorsement must be provided at each Commercial General Liability policy renewal; 

  

	 	2.	include a waiver of subrogation endorsed in favor of AT&T, its Affiliates, and their directors, officers and employees; and 

  

	 	3.	be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T. 

  

	 	iii.	Automobile Liability insurance with minimum limits of $1,000,000 combined single limit per accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles. 


 

	 	iv.	Professional Liability (Errors & Omissions) insurance with minimum limits of $1,000,000 each wrongful act. 

  

	 	v.	Internet Liability and Network Protection (Cyberrisk) insurance with minimum limits of $1,000,000 each wrongful act. 

  

	 	vi.	Media Liability insurance with minimum limits of $1,000,000 each wrongful act. 

  

	7.	ARTICLE V – SPECIAL SOFTWARE TERMS, Section 5.4 Technology Standards is hereby amended to include the following paragraph C: 


 

	 	C.	AT&T shall have final authority to promulgate its information technology architectures and standards (the “AT&T Standards”) and to modify or grant waivers from such AT&T Standards. Supplier shall
comply with the AT&T Standards as set forth in this Agreement and subject to amendments to such Appendices through written amendment to this Agreement in its performance of the Services, subject to obtaining AT&T’s prior written
approval for any deviations from such AT&T Standards. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	8.	ARTICLE VI - ONGOING SUPPORT SERVICES, Section 6.4 Access to AT&T Facilities is hereby amended to include the following: 


 

	 	E.	Supplier’s employees include “foreign persons” within the meaning of the U.S. export control laws, and foreign persons employed by Supplier may, subject to Section 6.5, have access to AT&T
computer or electronic data storage systems or networks in order to provide Services under this Agreement unless otherwise specifically set forth in a Work Order. 


 

	 	1.	Online Access. If Supplier is given access, whether at AT&T’s premises or through remote facilities, to any AT&T computer or electronic data storage system in order for Supplier to perform the Services,
Supplier shall limit such access and use solely to perform Services within the scope of the applicable Order(s) and will not attempt to access any AT&T computer system, electronic file, Software or other electronic services other than those
specifically required to perform the Services specified in such Order (s). Supplier shall (i) limit such access to those Supplier personnel with an express requirement to have such access in connection with this Agreement and/or any Order and,
in doing so, shall comply with Section 6.5, (ii) advise AT&T in writing of the name of each individual who will be granted such access, and (iii) strictly follow all AT&T security rules and procedures for use of
AT&T’s electronic resources provided to Supplier from time to time. Upon AT&T’s request, Supplier shall provide the social security number or other personal identification of each of its representatives, including Supplier’s
employees and subcontractors’ employees, who will need access to any AT&T system to perform Supplier’s obligations under this Agreement. All user identification numbers and passwords disclosed to Supplier and any information obtained
by Supplier as a result of Supplier’s access to, and use of, AT&T’s computer and electronic storage systems shall be deemed to be, and shall be treated as, Information of AT&T pursuant to this Agreement hereof. Supplier shall
cooperate with AT&T in the investigation of any apparent unauthorized access by Supplier to AT&T’s computer or electronic data storage systems or unauthorized release of Information of AT&T by Supplier or any Supplier personnel.


  

	 	2.	Network Access: Without limiting the foregoing, to the extent any Hardware provided or used by Supplier or Supplier Personnel is connected directly to the network(s) of AT&T, such Hardware shall be (i) subject
to review and approval in advance by AT&T, (ii) in strict compliance with AT&T’s then-current security policies, architectures, standards, rules and procedures provided to Supplier in writing, and (iii) in strict compliance
with AT&T’s then-current hardware and Software Specifications provided to Supplier in writing. Supplier shall not install or permit the installation of any other Software on such Hardware without AT&T’s prior approval.


  

	 	3.	Additionally, the presence of any Supplier Personnel on-site raises certain day-to-day practical issues as recognized in this Section, involving compliance with AT&T policies specified in the AT&T Code of
Conduct as provided to Supplier in writing. AT&T will confirm that these rules incorporate site specific rules respecting access, security and similar matters. Supplier shall adhere to similar if not the same rules at Supplier’s location(s)
from which Services and Materials are provided pursuant to this Agreement. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	 	4.	Supplier Personnel working offshore can only access AT&T Systems/data while physically located in an AT&T approved Supplier facility as stated in the Work Order. Offshore Supplier Personnel may not at any time
remotely access any AT&T System or data. Any exceptions must be submitted in writing to the OMO for approval. 

  

	 	5.	As soon as reasonably possible after the execution of this Agreement and on [**] basis thereafter, Supplier will, [**], perform a security audit utilizing an independent auditor, as mutually agreed by the parties. Such
security audit shall ensure that Supplier will strictly follow all AT&T security rules and procedures for use of AT&T’s electronic resources provided to Supplier and that Supplier will be in strict compliance with AT&T’s
then-current security policies, architectures, standards, rules and procedures. 

  

	9.	ARTICLE VI - ONGOING SUPPORT SERVICES, Section 6.5 Background Check is hereby deleted in its entirety and replaced with the following: 


 

	 	6.5	Background Check: 

 Supplier shall comply with the requirements of Appendix 6.5 entitled
Background Checks. 
  

	10.	ARTICLE VI - ONGOING SUPPORT SERVICES, Section 6.6 Confidentiality and Invention Agreement is hereby deleted and replaced in its entirety with the following: 


 

	 	6.6	Confidentiality and Invention Agreement and Non-Disclosure Agreement: 

  

	 	a.	Prior to any employee or agent of Supplier or Supplier’s Sub-suppliers accessing any AT&T Software or Third Party Software provided by AT&T to Supplier, said employee or agent shall execute a copy of the
Confidentiality and Invention Agreement, Exhibit F, as well as the Non-disclosure Agreement (“NDA”) attached hereto and G. 

  

	 	b.	For existing employees or agents, Supplier will require any such employee or agent to execute the NDA and submit the originals to AT&T’s Offshore Management Office (“OMO”) as soon as possible.


  

	 	c.	For any such employee or agent subsequently assigned to perform Services on AT&T’s behalf, prior to said employee or agent having access to any such Software, including without limitation logging onto an
AT&T’s network, Supplier will be required to ensure AT&T receives an executed NDA from each such employee or agent. In the event Supplier can not send the NDA to AT&T’s OMO for receipt prior to such access, Supplier will
require such employee or agent to execute the NDA and Supplier will fax a copy of the NDA to AT&T’s OMO prior to such access and Supplier will immediately send the original to AT&T’s OMO. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.004 

 


	 	d.	The address for AT&T’s OMO is: 

 [**] 

 

	 	e.	Exhibits F and G are attached and incorporated hereby and becomes an integral part of this Agreement. 

  

	11.	ARTICLE VI - ONGOING SUPPORT SERVICES is hereby amended to add the following Sections: 

  

	 	6.11	Disaster Recovery and Business Continuity Plan: 

 Supplier will provide a Disaster
Recovery and Business Continuity Plan at all times during the term of this Agreement for their offshore operations associated with each Project and or Application that is assigned to them by AT&T as set forth in Exhibit H, Disaster Recovery and
Business Continuity Plan. Such Disaster Recovery and Business Continuity Plan shall be reviewed and mutually agreed upon with AT&T. 

This should include, but not be limited to: 
  

	 	i.	Demonstrate the existence of a recovery strategy, which is complimentary to AT&T that is exercised with documented conclusions and recommended improvements. 


 

	 	ii.	Ensure that failover processes and procedures are in place to support AT&T applications and these failover processes and procedures are exercised [**] (at a minimum). 


 

	 	iii.	Ensure that adequate communication documents, processes, and procedures are readily available and kept up to date. 

  

	 	6.12	Electronic Privacy Policy: 

 Supplier and all Supplier Personnel shall abide by the
following policy AT&T has established for all electronic information systems: 
  

	 	a.	AT&T electronic and computer resources are provided for the transaction of company business. The policy of AT&T with respect to information in electronic media (including but not limited to programs, databases,
files, e-mail records) is no different from the policy concerning paper records. While AT&T at all times retains the right to inspect, record and/or remove all information made or kept by employees utilizing company resources, such inspection,
recording, or removing takes place only on the basis of company need. Need includes but is not limited to management’s determination that reasonable cause exists for belief that laws, AT&T policies or management directives have been, are
being, or may be broken or violated. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	 	b.	Protection of AT&T systems/networks: Supplier and all Supplier Personnel shall follow all AT&T policies including AT&T Personal Data policies. Supplier shall provide AT&T with such assistance as AT&T
may reasonably require in fulfilling its responsibilities under the respective applicable Privacy Laws. 

  

	 	c.	AT&T Personal Data shall mean that portion of AT&T Data that is subject to any Privacy Laws. “Privacy Laws” shall mean Laws relating to data privacy, trans-border data flow or data protection such as
the implementing legislation and regulations of the European Union member states under the European Union Directive 95/46/EC. 

  

	 	6.13	Offshore Transfer or Processing of AT&T Data: 

  

	 	a.	Supplier represents and warrants that, to the extent that its performance of the Services includes the transfer, storage or processing outside of the United States of AT&T Data or other performance of the Services
outside of the United States, such Services (the “Offshore Services”) will be (i) performed in accordance with the Agreement and Laws (including Privacy Laws) of the United States, European Union (if applicable) and any
jurisdiction in which the Offshore Services are performed and (ii) performed such that Laws permit the transfer of the AT&T Data back into the United States, and future performance of the Services within the United States, without any
additional cost to AT&T or authorization or permission of any Entity or government. 

  

	 	b.	In the event that new Laws or changes in Laws (including as contemplated in Section a, Compliance with FCC Docket No. 96-115)): (i) require that any such Services be performed within the United States
or any other jurisdiction; (ii) prohibit the performance of any Services as Offshore Services; or (iii) require that the AT&T Data used in connection with such Offshore Services be transferred back to the United States or restrict such
AT&T Data from being transferred to or from, or processed in, stored in or accessed from any jurisdiction (collectively, “Offshore Impact”), and additional costs are required to be incurred in order to cause the Services to be
performed in accordance with Laws, the Parties shall use commercially reasonable efforts to agree upon responsibility for such costs and any required modifications of the effected Work Order(s). In such event, and subject to the foregoing Supplier
shall perform all necessary tasks in order to continue to perform the Services, including any Offshore Services, in compliance with Laws, including, as required by Laws, the performance of any or all Services within the United States. Upon the event
of an Offshore Impact, the Parties will discuss and consider whether to allow Supplier to increase the number of resources working onsite, provided that AT&T will not be required to consent to any such increase. If the Parties are unable to
agree upon responsibility for such costs and any required modifications of the effected Work Order(s) within [**] days of either Party’s request to do so, AT&T shall be entitled to Terminate the effected Work Order(s) for convenience in
accordance with the Agreement. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	 	c.	Supplier represents and warrants that, to the extent that Offshore Services are performed and to the extent that AT&T Data is transferred to, processed or stored outside, or accessed from outside of the United
States and in addition to its other obligations under this Agreement, Supplier shall store and process AT&T Data and store and operate all Application Software in a secure environment designed, monitored and administered to prevent the violation
of Laws or this Agreement. In addition, Supplier shall establish, and require all Supplier Personnel to comply with, stringent policies and rules regarding the removal of AT&T Data or Application Software from Supplier Facilities and otherwise
requiring Supplier Personnel to act in accordance with this Agreement and Laws, and Supplier shall establish physical and logical measures to ensure that such policies and rules are followed. Under no circumstances shall AT&T Data or Application
Software used in Offshore Services be removed from Supplier Facilities. 

  

	 	6.14	Service Facilities/Location: 

 The Services shall be provided at or from (i) an
AT&T facility, (ii) service locations owned or leased by Supplier or (iii) an AT&T IT Sourcing approved Supplier’s offshore facility located in one of the approved locations listed below. Except to the extent set forth in this
Agreement or otherwise solely agreed to by AT&T, Supplier shall provide the Services from within the continental United States or shall be limited to operations in Israel, Cyprus and India at all times during the term of this Agreement. 

 

	 	i.	Approved Offshore Locations: 

 The Amdocs’ India resources will be located at the
following address: 
 Cyber City Tower 2 

6th Floor 

Magarpatta City 
 Hadapsar,
Pune, India 411028 
 The Amdocs’ Israel resources will be located at the following addresses: 

 

					
	8 Hapnina St.	  	4 Hahrash St.	  	Shaar Hanegev
	Ra’anana	  	Neve Neeman	  	Industrial Zone
	43000	  	Hod Hasharon	  	Shderot
	Israel	  	Israel	  	Israel

 The Amdocs’ Cyprus resources will be located at the following address: 

Cyprus Limassol 
 141, Omonia
Avenue 
 The Maritime Center 

P.O. Box 50483 3506 Limassol 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	 	ii.	Establishing New Locations: 

  

	 	a.	New Country/City: 

 In the event that an Offshore Supplier wants to start up business in
a new country or city where AT&T work is to be performed: 
  

	 	•	 	The Offshore Supplier must notify the AT&T Offshore Management Office to seek a formal approval from the Executive Director of the AT&T Offshore Management Office. 


 

	 	b.	New Building in Approved City: 

 In the event that an Offshore Supplier wants to begin
providing services from a new building to perform AT&T work and it is within a city where they are currently working: 
  

	 	•	 	The Offshore Supplier must notify the AT&T Offshore Management Office to seek a formal approval from the Executive Director of the Offshore Management Office. 


 

	 	•	 	The Offshore Supplier must have the new address of the building audited by a reputable third party auditor. 

  

	 	•	 	The Offshore Supplier must give the most current version of AT&T’s Offshore Management Office External Audit Controls to the third party auditor to conduct the audit. 


 

	 	•	 	The audit must be conducted within [**] of the Offshore Personnel starting work in the new building. 

  

	 	6.15	Software and Hardware provided by AT&T to Supplier Personnel: 

  

	 	a.	Supplier will provide standard desktop Hardware and Software required for the Project for offshore Supplier Personnel that Supplier would normally provide for Supplier’s own personnel working in a particular job
title, while working from Supplier’s offshore service locations. 

  

	 	b.	Supplier will bear the expense of any special accommodations or evaluations for Supplier’s own employees at an AT&T facility or an AT&T IT Sourcing approved facility. 


 

	 	c.	Any Software licenses provided and / or purchased by AT&T for a Project for Use by Supplier Personnel, shall remain the property of AT&T and be returned to AT&T at end of the Term, Cancellation or
Termination of the Work Order and / or this Agreement. Licenses will also be returned as any Supplier Personnel roll off any Project. 

  

	 	d.	Any Hardware or memory upgrades provided and / or purchased by AT&T for a Project for Use by Supplier Personnel, shall remain the property of AT&T and be returned to AT&T at end of the Term, Cancellation or
Termination of the Work Order and or this Agreement. Hardware and / or memory will also be returned as any Supplier Personnel roll off any Project. 

  

	 	e.	Supplier will be responsible for tracking any Software licenses and or Hardware provided and or purchased by AT&T for a Project for use by the Supplier Personnel including the date received and the date returned to
AT&T. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.004 

 

 The terms and conditions of Agreement No. 02026713 in all other respects remain unmodified and in full
force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in
duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.
		
	By:	  	 /s/ John J. Horgan



			
		
	Printed Name:	  	John J. Horgan


			
		
	Title:	  	President - Administrative Operations, North America
		
	Date:	  	 September 27, 2006

		  	





			
	AT&T Services, Inc.
		
	By:	  	 /s/ Beverly J. Madsen



			
		
	Printed Name:	  	Beverly J. Madsen


			
		
	Title:	  	Associate Director- Strategic Sourcing
		
	Date:	  	 September 27, 2006

		  	

 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 15 









 Agreement Number 02026713.A.004 

 

 Appendix 6.5 – Background Check 

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of 7 pages were omitted. [**] 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 16 









 Agreement Number 02026713.A.004 

 

 Exhibit F - Confidentiality and Invention Agreement 

CONFIDENTIALITY AND INVENTION AGREEMENT 

This Agreement (“Agreement”) dated
                     is made by the individual named below (“I” or “me”), who is engaged to perform work at
                     [Insert name of AT&T company that worker will be doing work for.]
                         (“AT&T Company”), as a worker of
                     (“Supplier”) under the terms and conditions of the agreement named below, between Supplier and
<!AT&T!>. 
  

	I.	Background 

 I have been engaged by Supplier to provide services to AT&T Company. I
may be hired by Supplier as a full or part-time employee, a temporary worker, or as an independent contractor 
  

	II.	Information. I agree and understand that the term “Information” means any technical, customer or business information in written, graphical, oral or other tangible or intangible forms, including but not
limited to, specifications, records, data, computer programs, tax returns, tax workpapers, drawings, models and secrets which AT&T Company may have in its possession or be legally obligated to keep confidential. I understand that during the
course of my work at AT&T Company, I may have access to Information that belongs to AT&T Company, its customers or other parties, or may be subject to privacy laws and laws regarding secrecy of communications, and that unauthorized
disclosure of such Information may be harmful or prejudicial to the interests of AT&T Company. I agree not to disclose, copy, publish, or any way use, directly or indirectly, such Information for my purposes or the purposes of others, unless
such disclosure or use is expressly authorized in writing by AT&T Company. I agree to keep such Information in a secure environment to prevent the inadvertent disclosure of such Information to others. I acknowledge and agree that all such
Information remains the exclusive property of AT&T Company and I agree not to remove such Information from AT&T Company’s possession or premises by physical removal or electronic transmission unless I have written authorization from
AT&T Company to do so. 

  

	III.	Innovations 

  

	1.	I understand that during and incident to my work at AT&T Company, I may create inventions, discoveries, improvements, computer or other apparatus programs, and related documentation and other works of authorship
(“Innovations”), whether or not patentable, copyrightable, or subject to other forms of legal protection. I assign to AT&T Company all of my rights, title and interest (including rights in copyright) in and to all Innovations I make,
create or develop, either solely or jointly with others, during my work at AT&T Company for which Supplier was paid by AT&T Company for my work or for which I used AT&T Company’s materials or facilities. I agree that the above
assignment is binding upon my estate, administrators, or other legal representatives or assigns. 

  

	2.	I agree to promptly notify AT&T Company of all such Innovations. Whenever requested by AT&T Company, I shall promptly execute, without additional compensation, any and all instruments which AT&T Company may
deem necessary to assign and convey to AT&T Company all of my rights, title and interest in and to all such Innovations. In addition, I agree to assist AT&T Company in preparing copyright or patent applications and to execute such
applications and all documents required to obtain copyrights or patents for such Innovation, all at AT&T Company’s expense including compensation to me at the rates specified in the agreement named below. I agree that my obligation to
execute such instruments shall continue after the expiration of my work with AT&T Company. 

  

	3.	THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION MADE IN THE STATE OF KANSAS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF AT&T COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELEY ON MY
OWN TIME, UNLESS (1) THE INVENTION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE AT&T COMPANY’S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY ME FOR
AT&T COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE IN CALIFORNIA WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870. Section III, Paragraphs 1 and 2 do not apply to any Innovation which, under the
provisions in the Agreement named below, is to be other than the sole and exclusive property of AT&T Company; the title provisions of said agreement apply to any such above Innovation. 



  

	IV.	Administrative Terms 

  

	 	1.	This Agreement shall be effective as of the date executed below, and shall remain in effect notwithstanding my termination of employment with Supplier or termination of my work at AT&T Company. 


 

	 	2.	In the event that any provision of this Agreement is held to be invalid or unenforceable, then such invalid or enforceable provisions shall be severed, and the remaining provisions shall remain in full force and effect
to the fullest extent permitted by law. 

 I have read, understand and agree to abide by this Agreement. 

 

									
	By:	 	  
	 	Date:	 	  



									
				
	Print Name:	 	  
	 	Social Security Number:	 	  

		
	Address:	 	  



											
						
	Agreement No. between Supplier and <!ATT!>:	 	  
	  		 	Effective Date:	 	  
	 	


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 17 









 Agreement Number 02026713.A.004 

 

 Exhibit G - Non Disclosure Agreement Concerning 

Encryption Software/Technology Exported from the United States 

I,                     , enter into this nondisclosure
agreement with Amdocs, Inc. (“Amdocs”), in connection with its work on behalf of AT&T Services, Inc., formerly known as SBC Services, Inc. (“SBC”), collectively (AT&T), and agree to be bound by the following: 

 

	 	1.	I understand that I may be assigned to perform software development and maintenance work under a contract between Amdocs and AT&T. 


 

	 	2.	I understand that under this contract I may have access to certain encryption software and technology. This software/technology may be exported from the United States in accordance with the U.S. Export Administration
Regulations. Diversion contrary to U.S. law is prohibited. 

  

	 	3.	I understand my employer Amdocs and AT&T have an agreement concerning the ownership of the intellectual property rights to any software and technology provided by either party under this contract referenced in
paragraph 1, as well as any software and technology that may be developed pursuant to such contract, and that my access to and use of the software and technology is exclusively for the internal company use of AT&T, including development of new
software, services or products for AT&T. 

  

	 	4.	I will not re-export, re-transfer or otherwise disclose to any third party the software and technology provided to me by AT&T without the prior written consent of AT&T, including after the completion of my
contractual duties. 

  

	 	5.	I am not a citizen or lawful permanent resident of any country currently subject to Anti-Terrorism export controls under the U.S. Export Administration Regulations, which currently are designated in Country
Group E:1 on the attached list. 

 Under the penalties of perjury provided by law, I declare that I have examined this document, and to the
best of my knowledge and belief, it is true, correct, and complete. I understand that my commitments above are made for the benefit of AT&T, as well as Amdocs. I also understand that my failure to comply with my commitments above may result in
my removal from all current and future work performed under contract with AT&T, as well as potential legal action by the US Government agencies charged with enforcing US export control laws. 

 

	
	  

	Signature
	
	  

	Printed Name
	
	  

	Date


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 18 









 Agreement Number 02026713.A.004 

 

 Attachment A 

U.S. Export Administration Regulations – Commerce Control Chart. See the pages following 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 19 









 Agreement Number 02026713.A.004 

 

 Exhibit H - Disaster Recovery and Business Continuity Plan 

Amdocs BCP/DRP Summary 
 Amdocs is a global company
with development centers located around the world. At Amdocs, we are totally committed to providing the best possible products and services to our customers, and our commitment includes the ability to continue providing those products and services
in the event of a major catastrophe at one of our development centers. 
 Our global presence inherently supports the BCP concept. All BCP/DRP operations
world-wide are coordinated by a dedicated corporate BCP/DRP team. Since all of our development centers are interconnected, in the event of a major catastrophe, employees from damaged locations can relocate to alternate Amdocs facilities—in the
same region or another region, depending on the situation—to continue supporting customer operations. 
 Our DRP strategy is based on ongoing
replication of data to other Amdocs facilities, allowing full recovery of data from damaged sites and ensuring our capability to fully restore the damaged environment. Amdocs data centers are remotely monitored 24 x 7 x 365 and supported by
technical professionals spread across the globe. In addition to DRP preparations, backups are performed on a daily basis, and tapes are tested and shipped to off-site storage facilities on a regular basis. 

Our BCP/DRP plans are regularly tested and updated as needed to comply with changes in technologies and business needs. 

The size of the company and the level of expertise across sites allow Amdocs, in case of a catastrophic event, to send development, operational, and technical
reinforcement teams to customer sites to provide support and resolve issues following a disaster. In addition, other professional groups can be sent to assist and reinforce disaster recovery personnel. This allows Amdocs to provide ongoing support
to our customers in a disaster situation until normal operations can resume. 
 Below are the alternate BCP/DRP destinations for the Amdocs sites currently
supporting AT&T. 
  

					
	Raanana	  	[**]	  	
	Hod Hasharon	  	[**]	  	
	Negev	  	[**]	  	
	Cyprus / Maritime	  	[**]	  	[**]
	India / Magarpatta	  	[**]	  	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 20 








 Agreement Number 02026713.A.005 

Amendment 

No. 02026713.A.005 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 









 Agreement Number 02026713.A.005 

 

 AMENDMENT NO. 5 

AGREEMENT NO. 02026713 
 This Amendment
No. 5, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”) and AT&T
Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” 

WITNESSETH 

WHEREAS, AT&T and Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as
of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, and as further
amended by Amendment No. 4 effective September 27, 2006 (collectively, the “Agreement”); and 
 WHEREAS, Amdocs
Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360-2 pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; 

WHEREAS, AT&T may desire Amdocs to implement customizations to such Software and other Software previously licensed by Amdocs to
AT&T, and to provide other Services relating to such Software pursuant to the terms and conditions of the Agreement as amended herein; and 

WHEREAS, Amdocs desires to implement customizations to the Software and provide other Services relating to such Software pursuant to
the terms and conditions of the Agreement as amended herein. 
 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the Parties hereto agree as follows: 
  

	1.	TABLE OF CONTENTS, APPENDICES AND EXHIBITS is hereby amended in accordance with the following: 

  

			
	Delete:	  	Exhibit G – Software/Technology Nondisclosure Agreement
		
	Delete:	  	Appendix 6.5 Background Checks
		
	Add:	  	Appendix 6.5(a) Background Checks – U.S., and Appendix 6.5(b) Background Checks – Non-U.S.
		
	Add:	  	Appendix 7. 272 Compliance


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.005 

 


	2.	ARTICLE III — GENERAL TERMS 3.1 Affiliate is hereby amended to add the following paragraphs: 


For the avoidance of doubt, Services provided under the Electronic Bill Payment Program (EBPP) Software Licenses and Services, Agreement
No. 20021218.4.C, dated April 28, 2003 between AT&T Corp. and Amdocs Software Systems Limited are hereby incorporated under this Agreement. The EBPP application consists of Amdocs’ Licensed Software known as Amdocs Corporate Self
Care along with custom code that Amdocs has delivered to AT&T per Agreement Number 20021218.4.C. 
 Agreement Number 20021218.4.C was
terminated as of December 31, 2006 per Notice of Termination effective March 7, 2007. Upon the effective date of this Amendment, this change shall apply retroactively to January 1, 2007. The Parties further agree to ratify all
past actions taken between the above-referenced Termination of Agreement Number 20021218.4.C and the date when this Amendment is effective. 

Additionally, for the avoidance of doubt, Services provided to AT&T Mobility, LLC, under the draft Work Orders entered into between the
parties from July 27, 2007, to the date of this Amendment No. 5 are hereby incorporated under this Agreement. The Parties further agree to ratify all past actions taken under the draft Work Orders between July 27, 2007 and the date
when this Amendment No. 5 is effective. 
  

	3.	ARTICLE III — GENERAL TERMS 3.1 Affiliate is hereby amended to delete the fifth sentence thereof and to replace it with the following: 


The parties expressly agree, however, that [**] under this Agreement [**] between the Parties, or any amendments or restatements of such
agreement. 
  

	4.	ARTICLE III — GENERAL TERMS 3.2 Amendments and Waivers, paragraph b is hereby amended to delete the following from this clause: 


[**] 
  

	5.	ARTICLE III — GENERAL TERMS 3.33 Title to Work, is hereby amended to add paragraph g as follows: 

  

	 	g.	 For avoidance of doubt, the parties’ respective intellectual property rights in all Work provided by Supplier to AT&T Mobility, LLC, formerly
known as [**] (“AT&T Mobility”) under all Work Orders and Statements of Work signed by Supplier and AT&T Mobility, all licenses to Software granted to AT&T Mobility, and all Maintenance Services ordered by AT&T Mobility
prior to July 27, 2007, shall be governed by the terms and conditions of the Master Agreement between Supplier and 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713.A.005 

 


	 	
AT&T [**] (including all applicable exhibits, annexes and amendments thereto). All such Software licenses shall apply only to [**]. In the event that [**] desires to order licenses to
additional Software and/or additional Maintenance Services, the terms of such licenses and Maintenance Services shall be agreed to and specified in additional Orders under Agreement No. 03032360-2. 


 

	6.	ARTICLE III — GENERAL TERMS 3.8 Entire Agreement, first paragraph, last sentence is hereby amended to delete the following: 


and (ii) the MASTER AGREEMENT for SOFTWARE AND SERVICES between AMDOCS, INC. and [**] to be executed after completion of this Agreement.

  

	7.	ARTICLE III — GENERAL TERMS Section 3.15 Insurance is hereby deleted and replaced in its entirety with the following: 


 

	 	3.15	Insurance. 

  

	 	(a)	With respect to Amdocs’ performance under this Agreement, and in addition to Amdocs’ obligation to indemnify, Amdocs shall comply with this Section. 


 

	 	(b)	Amdocs shall maintain insurance coverages and limits required by this Section and any additional insurance and/or bonds required by law: 


 

	 	(i)	at all times during the term of this Agreement and until completion of all Services associated with this Agreement, whichever is later; and 


 

	 	(ii)	with respect to any coverage maintained in a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all Services associated with this Agreement, whichever is later.
If a “claims-made” policy is maintained, the retroactive date must precede the commencement of Services under this Agreement; 

  

	 	(c)	Amdocs shall require each Subcontractor that may perform Services under this Agreement or enter upon the AT&T Facilities or Amdocs facilities to maintain coverages, requirements, and limits at least as broad as
those listed in this Section from the time when the subcontractor begins performance of Services, throughout the term of the Subcontractor’s performance of Services and, with respect to any coverage maintained on a “claims-made”
policy, for two (2) years thereafter; 

  

	 	(d)	Amdocs shall procure the required insurance from an insurance company eligible to do business in the state or states where Services will be performed and having and maintaining a Financial Strength Rating of
“A-” or better and a Financial Size Category of “VII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, Amdocs
may procure insurance from the state fund of the state where Services are to be performed; and 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 4 









 Agreement Number 02026713.A.005 

 


	 	(e)	Amdocs shall deliver to AT&T, certificates of insurance stating the types of insurance and policy limits, with a cancellation clause amended to read as follows: “The issuing company will endeavor to provide at
least 30 days advance written notice of cancellation or non-renewal to AT&T”. Amdocs shall deliver such certificates: 

  

	 	(i)	prior to execution of this Agreement and prior to commencement of any Services; 

  

	 	(ii)	prior to expiration of any insurance policy required in this Section; and 

  

	 	(iii)	for any coverage maintained on a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all Services associated with this Agreement, whichever is later.


  

	 	(f)	The Parties agree: 

  

	 	(i)	the failure of AT&T to demand such certificate of insurance or failure of AT&T to identify a deficiency will not be construed as a waiver of Amdocs’ obligation to maintain the insurance required under this
Agreement; 

  

	 	(ii)	that the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect Amdocs, nor be deemed as a limitation on Amdocs’ liability to AT&T in this
Agreement; 

  

	 	(iii)	Amdocs may meet the required insurance coverages and limits with any combination of primary and Umbrella/Excess liability insurance; and 


 

	 	(iv)	Amdocs is responsible for any deductible or self-insured retention. 

  

	 	(g)	The insurance coverage required of Amdocs by this Section shall include: 

  

	 	(i)	Workers’ Compensation insurance with benefits afforded under the laws of the state in which the Services are to be performed and Employers Liability insurance with minimum limits of: 


$500,000 for Bodily Injury – each accident 

$500,000 for Bodily Injury be disease – policy limits 

$500,000 for Bodily Injury by disease – each employee 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 5 









 Agreement Number 02026713.A.005 

 

 To the fullest extent allowable by law, the policy must include a waiver of subrogation in
favor of AT&T, its Affiliates, and their directors, officers and employees. 
 In states where Workers’ Compensation insurance is a
monopolistic state-run system, Amdocs shall add Stop Gap Employers Liability with limits not less than $500,000 each accident or disease. 
  

	 	(ii)	Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 12 04 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal
injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with minimum limits of: 


$2,000,000 General Aggregate limit 

$1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence 

$1,000,000 each occurrence limit for Personal Injury and Advertising Injury 

$2,000,000 Products/Completed Operations Aggregate limit 

$1,000,000 each occurrence limit for Products/Completed Operations 

$1,000,000 Damage to Premises Rented to You (Fire Legal Liability) 
  

	 	(iii)	The Commercial General Liability insurance policy must: 

  

	 	(1)	include AT&T, its Affiliates, and their directors, officers, and employees as Additional Insured. Amdocs shall provide a copy of the Additional Insured endorsement to AT&T. The Additional Insured endorsement may
either be specific to AT&T or may be “blanket” or “automatic” addressing any person or entity as required by contract. A copy of the Additional Insured endorsement must be provided within 60 days of execution of this
Agreement and within 60 days of each Commercial General Liability policy renewal; 

  

	 	(2)	include a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees; and 

  

	 	(3)	be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 6 









 Agreement Number 02026713.A.005 

 


	 	(iv)	Business Automobile Liability insurance with minimum limits of $1,000,000 each accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles. 


 

	 	(v)	Umbrella/Excess Liability insurance with limits of at least $1,000,000 each occurrence and in the aggregate with terms and conditions at least as broad as the underlying Commercial General Liability, Business Auto
Liability, and Employers Liability policies. Umbrella/Excess Liability limits will be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T. 


 

	 	(vi)	Fidelity or Crime insurance covering employee dishonesty. Amdocs shall include a client coverage endorsement written for limits of $1,000,000 in the aggregate and shall include AT&T as Loss Payee. 


 

	 	(vii)	Professional Liability (Errors & Omissions) insurance with minimum limits of $1,000,000 each claim or wrongful act and in the aggregate. 


 

	 	(viii)	Internet Liability and Network Protection (Cyber risk) insurance with minimum limits of $1,000,000 each claim or wrongful act and in the aggregate. 


 

	 	(ix)	Media Liability insurance with minimum limits of $1,000,000 each claim or wrongful act and in the aggregate. 

  

	 	(x)	Property insurance with limits equal to the replacement cost of Amdocs’ Business Personal Property at the location where Services are to be performed under this Agreement. The Property insurance policy will include
a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees. 

  

	8.	ARTICLE VI — ONGOING SUPPORT SERVICES, Section 6.1 Allowable Expenses, is hereby amended by adding the following to the end of the Section: 


Additionally, the Parties agree as follows: 
  

	 	a)	Travel and living expenses will not be paid for resources working at their primary work location or in the same metropolitan area as their primary work location. 


 

	 	b)	Travel and living expenses for Telegence and Amdocs Charging (previously known as Enabler) Custom Software Development release Orders for AT&T Mobility: 


The [**] aggregate travel and living expenses shall be limited to no more than [**] of the aggregate amount paid by AT&T for Work under all
the Custom Software Development release Orders during the applicable [**] period. Specific Custom Software Development release Orders will be capped at [**] for Work under such Orders as long as the annual average of all the Custom Software
Development release Orders will not exceed [**] under all of the Custom Software Development release Orders. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 7 









 Agreement Number 02026713.A.005 

 


	 	c)	Travel and living expenses for Lightspeed Custom Software Development release Orders: 


The [**] aggregate travel and living expenses shall be limited to no more than [**] for Work under all the Custom Software Development release
Orders during the applicable [**] period. Specific Custom Software Development release Orders will be [**] as long as the [**] average of all the Custom Software Development release Orders will [**]. 

 

	 	d)	The [**] travel and living expenses for Production Support Orders shall be limited to no more than [**]. 

  

	 	e)	Travel and living expenses for all other Orders shall be limited to no more than [**], unless agreed otherwise by the Parties in a specific Order as long as the [**] average of all the Orders will not exceed [**].


  

	 	f)	The [**] of travel and living expenses will occur each [**]. In the event that the total travel and living expenses exceed [**] Amdocs will provide AT&T a credit for the dollar amount that exceeds [**].


  

	9.	ARTICLE VI — ONGOING SUPPORT SERVICES, Section 6.5 Background Check is hereby deleted in its entirety and replaced with the following: 


 

	 	6.5	Background Check/Drug Screening: 

 With respect to any Amdocs Personnel providing
Services from locations in the United States, Amdocs shall comply with the requirements of Appendix 6.5(a) (Background Checks (U.S.)). With respect to any Amdocs Personnel who provide Services from locations outside of the United States, Amdocs
shall comply with the requirements of Appendix 6.5 (b) (Background Checks — non-U.S.). 
  

	10.	ARTICLE VI — ONGOING SUPPORT SERVICES, Section 6.6 Confidentiality and Invention Agreement, reference to Exhibit G in paragraph a and paragraph e is hereby deleted. Paragraph f. Compliance with
Export/Import Law and Foreign Trade Controls is hereby added in its entirety with the following: 

 f. Compliance with
Export/Import Law and Foreign Trade Controls 
  

	 	1.1	 Each Party shall comply with all export control, import and foreign trade sanctions laws, rules and regulations, in its performance of this Agreement.
Without prejudice to the generality of the foregoing, Supplier understands and acknowledges that certain AT&T applications and Materials and Services (including technical assistance and technical data) to be provided hereunder may be subject to
export controls under the laws and regulations of the United States, 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 8 









 Agreement Number 02026713.A.005 

 


	 	
the European Union and other foreign trade control laws, rules and regulations restricting their transfer to certain countries and parties including but not limited to the US Export
Administration Regulations and trade sanctions programs administered by the US Department of the Treasury. Supplier shall comply with all applicable export control and other foreign trade laws, rules and regulations in performance of its obligations
hereunder, and shall not use, resell, export, transfer, distribute, dispose or otherwise deal with the AT&T applications or any technical data related thereto, directly or indirectly, except in full compliance with such laws, rules and
regulations. 

  

	 	1.2.	Neither Party shall use, sell, export, re-export, distribute, transfer, dispose or otherwise deal with any such Material or any direct product thereof nor undertake any transaction or Service without first obtaining all
necessary written consents, permits and authorizations and completing such formalities as may be required by any such laws or regulations. 

  

	 	1.3	Supplier shall be solely responsible for arranging export clearance, including applying for and obtaining any permits, licenses or other authorizations and complying with export clearance formalities, for all exports of
Materials and Services made hereunder, including but not limited to exports by Supplier to its affiliates or subcontractors and exports from such affiliates or subcontractors to Supplier or to AT&T in the United States. AT&T agrees to use
reasonable efforts to obtain and provide to Supplier in a timely manner any end-user, end-use and other documentation and certifications as may reasonably be requested by Supplier in support of any applications made to relevant government
authorities in connection with such exports. 

  

	 	1.4.	AT&T shall not be responsible or otherwise assume any responsibility for the importation of articles into any country (including the United States). Supplier expressly agrees to be responsible for any and all
importations. 

  

	 	1.5.	Supplier specifically represents and warrants that it shall not export/re-export or otherwise transfer the AT&T applications, Materials or Services to any country that is subject to US trade sanctions imposed from
time to time (currently, Cuba, Iran, North Korea, Sudan and Syria), to any persons or entities located in or organized under the laws of such country, or who are owned or controlled by or acting on behalf of the governments of such countries, as
well as to citizens of such countries, or to persons identified from time to time on applicable US government restricted party lists (the US Department of Commerce’s Denied Party List, Entity List, Unverified List; the US Department of the
Treasury’s List of Specially Designated Nationals and Other Blocked Persons; the US Department of State’s various non-proliferation lists).] 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 9 









 Agreement Number 02026713.A.005 

 


	 	1.6	Supplier represents and warrants that it has in place compliance mechanisms sufficient to assure compliance with applicable export control and foreign trade control laws, rules and regulations. Supplier shall not do
anything which would cause AT&T to be in breach of applicable export control or foreign trade control laws, rules and regulations, and shall protect, indemnify and hold harmless AT&T from any claim, damages, liability costs, fees and
expenses incurred by AT&T as a result of the failure of omission of Supplier to comply with such laws, rules and regulations. 

  

	 	1.7	Failure by Supplier to comply with applicable export control and foreign trade control laws, rules and regulations shall constitute a material breach of this Agreement. 


 

	11.	ARTICLE VI — ONGOING SUPPORT SERVICES is hereby amended to add the following Section: 


6.16. Amdocs shall comply with the requirements of Appendix 7 entitled 272 Compliance. 

 

	12.	Appendix 1.2(4) Reimbursable Expenses 

 Amdocs and AT&T agree to delete the Appendix
1.2(4) Reimbursable Expenses attached to the Agreement, in its entirety, and replace it with the revised Appendix 1.2(4) Vendor Expense Policy, attached herewith. 
  

	13.	Exhibit G — Software/Technology Nondisclosure Agreement 

 Amdocs and AT&T agree
to delete the Exhibit G – Software/Technology Nondisclosure Agreement attached to the Agreement, in its entirety. 
  

	14.	Appendix 7. 272 Compliance 

 Amdocs and AT&T agree to add Appendix 7., 272
Compliance, which is attached to the Agreement, in its entirety. 
  

	15.	Appendix 3.39 Form of Qualified Custom Software Development Order for Custom Software Development Associated with Software Master Agreement # 03032360, Section 14. Compensation, with respect to [**] only is
hereby amended as follows: 

 The first paragraph of Section 14 shall not apply to [**], and Mobility Custom Software
Development Orders may include a final payment milestone and such provisions will be negotiated and mutually agreed to on an Order by Order basis. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 


	16.	ARTICLE III GENERAL TERMS Section 3.19 MBE/WBE/DVBE shall apply to Orders placed by [**] commencing on October 1, 2007. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 11 









 Agreement Number 02026713.A.005 

 

 The terms and conditions of Agreement No. 02026713 in all other respects remain unmodified and in full
force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in
duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 
  

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s/ Thomas C. Drury
	 		 	By:	 	 /s/ Maureen Merkle



									
					
	Printed Name:	 	 Thomas C. Drury
	 		 	Printed Name:	 	Maureen Merkle


									
					
	Title:	 	 President
	 		 	Title:	 	President-Procurement
					
	Date:	 	 9-27-07
	 		 	Date:	 	 9-26-07



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 Appendix 1.2(4) 

Reimbursable Expenses 
 1.0 GENERAL

 AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in requesting reimbursement for business travel,
meals and other business related expense. Expenses outside this policy are not reimbursable. 
 The following principles apply to requests for expense
reimbursement: 
 When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”) receives proper value in
return. Prudent and proper judgment must be used in reporting and approving business expenses. 
 The concept that a vendor and their employees are
‘entitled’ to certain types or amounts of expenditures while conducting business with the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were incurred. The use of averages for any
type expenditure or combination of expenditures is not permitted except as specifically provided or documented in a contract. 
 Every vendor and AT&T
employee who certifies or approves the correctness of any voucher or bill should have reasonable knowledge the expense and amounts are proper and reasonable. In the absence of the adoption of such policy, or existing contractual agreements, these
guidelines are considered the minimum requirements for requesting reimbursement of Company funds. These policies should be included in any new or renewed contract with a contractor or consultant. 

Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an AT&T company. 

Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations For Affiliates of AT&T, Inc. for appropriate vendor
invoice authorization approval levels. 
 Receipts should be requested and reviewed for any unusual or out of the ordinary expenses or where the
approver cannot make a reasonable determination on the propriety of the transaction without a receipt. 
 The origination of a given expenditure for
business purposes is the responsibility of the vendor incurring the expense and the authorization of that expense is the responsibility of the appropriate level of AT&T management in accordance with the Schedule of Authorizations For Affiliates
of AT&T, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 1.1 Non-Reimbursable Expenses 

The following expenses are considered non-reimbursable: 
  

	 	•	 	Airline club membership fees, dues, or upgrade coupon 

  

	 	•	 	Meals not consistent with AT&T employee policy 

  

	 	•	 	Annual credit card fees 

  

	 	•	 	Barber/Hairstylist/Beautician Expenses 

  

	 	•	 	Car rental additional fees associated with high speed toll access programs 

  

	 	•	 	Car Washes 

  

	 	•	 	Entertainment expenses 

  

	 	•	 	Health Club and Fitness facilities 

  

	 	•	 	Hotel Safe rental 

  

	 	•	 	Upgrades on airline fees 

  

	 	•	 	Excessive tips, i.e., in excess of 15% of cost of meal or services, excluding tax 

  

	 	•	 	PC, cell phone, and other vendor support expenses 

  

	 	•	 	Meals not directly required to do business on the AT&T account (e.g. vendors cannot voucher lunch with each other simply to talk about AT&T) 


 

	 	•	 	In-flight drinks 

  

	 	•	 	Magazines & newspapers 

  

	 	•	 	Personal entertainment 

  

	 	•	 	Expenses associated with spouses or other travel companions 

  

	 	•	 	Office expenses of vendors 

  

	 	•	 	Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). AT&T expects all vendors to complete the terms of contracts in the shortest period practicable. Charges for
shortening the timeframe in which contracts are fulfilled are not permissible. 

  

	 	•	 	Vendors may not submit expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel 


 

	 	•	 	Travel purchased with prepaid air passes. 

  

	 	•	 	Birthday cakes, lunches, balloons, and other personal celebration/recognition costs 

  

	 	•	 	Break-room supplies for the vendor, such as coffee, creamer, paper products, soft drinks, snack food 

  

	 	•	 	Water (bottled or dispensed by a vendor) 

  

	 	•	 	Clothing, personal care, and toiletries 

  

	 	•	 	Laundry (except when overnight travel is required for 7 or more consecutive nights) 

  

	 	•	 	Flight or rental car insurance 

  

	 	•	 	Flowers, cards and gifts 

  

	 	•	 	Hotel pay-per-view movies, Video Games and/or mini bar items 

  

	 	•	 	High speed internet access in hotels (added to 3.5) 

  

	 	•	 	Lost luggage 

  

	 	•	 	Traffic or Parking Fines 

  

	 	•	 	Tobacco Products 

  

	 	•	 	Medical supplies 

  

	 	•	 	Membership fees to exercise facilities or social/country clubs 

  

	 	•	 	Movies purchased while on an airplane 

  

	 	•	 	Phone usage on airline unless business emergency 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 Failure to comply with the above mentioned restrictions will result in the Company
refusing payment of charges or pursuing restitution from the vendor. 
 2.0 RESPONSIBILITIES 

2.1 Vendor’s Responsibility  

AT&T’s sponsoring client managers will ensure that vendors have been covered on this policy prior to incurring any expenditures.
Vendors and their sponsoring client managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses. 

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are
not submitted for reimbursement within [**] from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and approved
in a timely manner. 
 2.2 AT&T Sponsoring Management Responsibility  

Prior to authorizing reimbursement to the vendor for expenditures, it is the responsibility of the AT&T managers authorizing the payment
to determine that: 
  

	 	•	 	The expenditure is reasonable and for a legitimate business purpose. 

  

	 	•	 	The expenditure complies with the policies contained in this document, the Code of Business Conduct, and other applicable Company practices. 


 

	 	•	 	All expenses are reviewed through Payment.Net or on form AT&T-4472APA and that expenses are prepared in accordance with proper accounting details. 


In addition, the sponsoring AT&T managers are responsible for ensuring the Vendor Expense Policy has been communicated to each vendor, and
that the information contained herein is proprietary/confidential information and ensures its security and confidentiality. The Vendor must agree to maintain this information in confidence. 

3.0 TRAVEL POLICY 
 Vendors must first consider the
feasibility of using videoconferencing or teleconferencing as an alternative to travel. Travel that is to be reimbursed by AT&T should be incurred only as necessary. 

AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be made to vendor
only after expenses are verified as valid. 
 3.1 Travel Authorization 

Travel requiring overnight stays must be approved by the sponsoring AT&T senior manager
(5th level or above) and should be approved only if it is necessary for the vendor to travel to perform required work. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 3.2 Travel Reservations 

Vendors are expected to procure the most cost efficient travel arrangements, preferably equivalent to the AT&T discount rate. AT&T
does not reimburse for travel purchased with prepaid air passes. 
 3.3 Travel Expense Reimbursement 

Vendor travel expenses incurred for company business are reimbursable only as specified in these guidelines. Travel expenses may include the
following: 
  

	 	•	 	transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service) 

  

	 	•	 	meals and lodging 

  

	 	•	 	parking and tolls 

  

	 	•	 	tips/porter service (if necessary and reasonable) 

 Vendors who stay with friends or relatives
or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their hospitality by buying groceries, being host at a restaurant, etc. 

The expense must be ordinary and necessary, not lavish or extravagant, in the judgment of the AT&T sponsoring management. Any
reimbursement request must be for actual expenditures only. 
 3.4 Air Travel Arrangements 

Vendors must select lowest logical airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain
lowest possible airfare). Vendors shall book coach class fares for all domestic travel at all times. First class bookings are not reimbursable. Vendors can request business class when a single segment of flight time (“in air time”
excluding layovers or ground time) is greater than 5 hours, or when flights are intercontinental. 
 3.5 Hotel Arrangements 

AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making hotel reservations (see Addendum A).
Vendors are expected to abide by these guidelines when making hotel arrangements. AT&T will only reimburse vendors up to the established room rate guideline in each market, or for actual hotel lodging charges incurred, whichever is less. There
must be a strong business justification for incurring any cost for internet access, and a request for reimbursement must be accompanied by a detailed explanation regarding reason for charge. 

Note: Vendors must indicate the number of room nights on the transaction line when invoicing for reimbursement of hotel
expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges. 
 3.6 Ground Transportation

 While away from their home location overnight, vendors are expected to utilize rapid transit or local shuttle service. If the hotel
provides a complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local transportation is reimbursable as a business expense. Tips provided to taxi drivers
cannot exceed 15% of the value of the total fare 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 A rental car is appropriate when the anticipated business cost is less than that of other
available public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models. 

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable. Prepaid fuel or refueling charges
at the time of return are not reimbursable. 
 Rental cars should be refueled before returning to the rental company, since gas purchased
through the rental company carries an expensive refueling service charge. 
 3.7 Use of Personal Vehicle 

When use of personal vehicle is required, the currently applicable IRS mileage rate for miles driven for the business portion of the trip
should be the maximum used to determine the amount to be reimbursed. 
 3.8 Parking 

If airport parking is necessary, vendors must use long term parking facilities. Additional costs for short term, valet or covered parking are
not reimbursable. 
 3.9 Entertainment 

Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense involving AT&T personnel, golf fees, tickets to
events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie, etc.) are not reimbursable. 

3.10 Laundry and Cleaning 

Reasonable laundry charges during business trips of seven or more consecutive nights are reimbursable based on actual expenses
incurred. 
 3.11 Communications 

The actual cost of landline telephone calls for AT&T business are reimbursable. The use of AT&T products is required when available.

 AT&T will not reimburse vendors for cell phone bills. With prior consent of the sponsoring AT&T Senior Manager, only individual
calls that exceed a vendor’s rate plan that are necessary to conduct business for AT&T may be reimbursed. 
 Charges for
high speed internet access are not reimbursable. 
 3.12 Business Meals (Travel and Non-Travel) 

Vendors are expected to find reasonably priced dining alternatives. As a general rule, vendors are expected to spend [**] inclusive of tax and
gratuity. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break out the amount for meals and list the related number of travel days. If breakfast is offered as part of the hotel
accommodation rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 AT&T managers authorizing invoices will be held accountable for ensuring that vendors
are following this policy and are spending Company funds economically. 
 3.13 Flowers, Greeting Cards, Gifts and Incentive Awards

 The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal expense and is not reimbursable. For
example, vendors making a donation or providing a gift for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement. 

3.14 Loss or Damage to Personal Property 

The Company assumes no responsibility for loss or damage to a vendor’s personal property during business functions or hours. 

3.15 Publications 

Subscriptions to or purchases of magazines, newspapers and other publications are not reimbursable. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 

 ADDENDUM A 
  

																							
	 AT&T 2007 Hotel Room Rate Only Guidelines

 
	   
 

	 City
	 	 St
	 	 2007

Guideline
	 	 	 City
	 	 St
	 	 2007

Guideline
	 	 	 City
	 	 St
	 	 2007

Guideline
	 
	Anchorage	 	AK	 	 	[**]	  	 	Downers Grove	 	IL	 	 	[**]	  	 	Teaneck	 	NJ	 	 	[**]	  
	Fairbanks	 	AK	 	 	[**]	  	 	Hoffman Estates	 	IL	 	 	[**]	  	 	Tinton Falls	 	NJ	 	 	[**]	  
	Ketchikan	 	AK	 	 	[**]	  	 	Joliet	 	IL	 	 	[**]	  	 	Warren	 	NJ	 	 	[**]	  
	Glennallen	 	AK	 	 	[**]	  	 	Matteson	 	IL	 	 	[**]	  	 	Whippany	 	NJ	 	 	[**]	  
	Fayetteville	 	AR	 	 	[**]	  	 	Oak Lawn	 	IL	 	 	[**]	  	 	Pahrump	 	NV	 	 	[**]	  
	Hot Springs	 	AR	 	 	[**]	  	 	Peoria	 	IL	 	 	[**]	  	 	Reno	 	NV	 	 	[**]	  
	Little Rock	 	AR	 	 	[**]	  	 	Rosemont	 	IL	 	 	[**]	  	 	Buffalo	 	NY	 	 	[**]	  
	Mesa	 	AZ	 	 	[**]	  	 	Schaumburg	 	IL	 	 	[**]	  	 	New York	 	NY	 	 	[**]	  
	Phoenix	 	AZ	 	 	[**]	  	 	Springfield	 	IL	 	 	[**]	  	 	Syracuse	 	NY	 	 	[**]	  
	Tempe	 	AZ	 	 	[**]	  	 	Willowbrook	 	IL	 	 	[**]	  	 	White Plains	 	NY	 	 	[**]	  
	Tucson	 	AZ	 	 	[**]	  	 	Columbus	 	IN	 	 	[**]	  	 	Tarrytown	 	NY	 	 	[**]	  
	Anaheim	 	CA	 	 	[**]	  	 	Indianapolis	 	IN	 	 	[**]	  	 	Vestal	 	NY	 	 	[**]	  
	Arcadia	 	CA	 	 	[**]	  	 	South Bend	 	IN	 	 	[**]	  	 	Canton	 	OH	 	 	[**]	  
	Bakersfield	 	CA	 	 	[**]	  	 	Overland Pk	 	KS	 	 	[**]	  	 	Cleveland	 	OH	 	 	[**]	  
	Barstow	 	CA	 	 	[**]	  	 	Shawnee	 	KS	 	 	[**]	  	 	Columbus	 	OH	 	 	[**]	  
	Buena Park	 	CA	 	 	[**]	  	 	Topeka	 	KS	 	 	[**]	  	 	Dayton	 	OH	 	 	[**]	  
	Burbank	 	CA	 	 	[**]	  	 	Wichita	 	KS	 	 	[**]	  	 	Dublin	 	OH	 	 	[**]	  
	Burlingame	 	CA	 	 	[**]	  	 	Boston	 	MA	 	 	[**]	  	 	Hudson	 	OH	 	 	[**]	  
	Carson	 	CA	 	 	[**]	  	 	Cambridge	 	MA	 	 	[**]	  	 	Independence	 	OH	 	 	[**]	  
	Dublin	 	CA	 	 	[**]	  	 	Tewksbury	 	MA	 	 	[**]	  	 	Pinkerington	 	OH	 	 	[**]	  
	Eureka	 	CA	 	 	[**]	  	 	Columbia	 	MD	 	 	[**]	  	 	Reynoldburg	 	OH	 	 	[**]	  
	Fresno	 	CA	 	 	[**]	  	 	Greenbelt	 	MD	 	 	[**]	  	 	Richfield	 	OH	 	 	[**]	  
	Garden Grove	 	CA	 	 	[**]	  	 	Hagerstown	 	MD	 	 	[**]	  	 	Toledo	 	OH	 	 	[**]	  
	Hayward	 	CA	 	 	[**]	  	 	Ann Arbor	 	MI	 	 	[**]	  	 	Youngstown	 	OH	 	 	[**]	  
	Irvine	 	CA	 	 	[**]	  	 	Deaborn	 	MI	 	 	[**]	  	 	Oklahoma City	 	OK	 	 	[**]	  
	Long Beach	 	CA	 	 	[**]	  	 	Detroit	 	MI	 	 	[**]	  	 	Tulsa	 	OK	 	 	[**]	  
	Los Angeles	 	CA	 	 	[**]	  	 	Grand Rapids	 	MI	 	 	[**]	  	 	Pittsburg	 	PA	 	 	[**]	  
	Oakland	 	CA	 	 	[**]	  	 	Grandville	 	MI	 	 	[**]	  	 	Memphis	 	TN	 	 	[**]	  
	Pasadena	 	CA	 	 	[**]	  	 	Lansing	 	MI	 	 	[**]	  	 	Abilene	 	TX	 	 	[**]	  
	Pleasanton	 	CA	 	 	[**]	  	 	Livonia	 	MI	 	 	[**]	  	 	Amarillo	 	TX	 	 	[**]	  
	Rancho Cordova	 	CA	 	 	[**]	  	 	Plymouth	 	MI	 	 	[**]	  	 	Austin	 	TX	 	 	[**]	  
	Riverside	 	CA	 	 	[**]	  	 	Saginaw	 	MI	 	 	[**]	  	 	Beaumont	 	TX	 	 	[**]	  
	Sacramento	 	CA	 	 	[**]	  	 	Southfield	 	MI	 	 	[**]	  	 	Corpus Christi	 	TX	 	 	[**]	  
	San Diego	 	CA	 	 	[**]	  	 	Troy	 	MI	 	 	[**]	  	 	Dallas	 	TX	 	 	[**]	  
	San Francisco	 	CA	 	 	[**]	  	 	Minneapolis	 	MN	 	 	[**]	  	 	El Paso	 	TX	 	 	[**]	  
	San Gabriel	 	CA	 	 	[**]	  	 	Chesterfield	 	MO	 	 	[**]	  	 	Houston	 	TX	 	 	[**]	  
	San Jose	 	CA	 	 	[**]	  	 	Earth City	 	MO	 	 	[**]	  	 	Irving	 	TX	 	 	[**]	  
	San Leandro	 	CA	 	 	[**]	  	 	Festus	 	MO	 	 	[**]	  	 	Lubbock	 	TX	 	 	[**]	  
	San Luis Obispo	 	CA	 	 	[**]	  	 	Jefferson City	 	MO	 	 	[**]	  	 	Plano	 	TX	 	 	[**]	  
	San Ramon	 	CA	 	 	[**]	  	 	Joplin	 	MO	 	 	[**]	  	 	Richardson	 	TX	 	 	[**]	  


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.005 

 


																	
	Santa Ana	 	CA	 	[**]	 	Kansas City	 	MO	 	[**]	 	San Antonio	 	TX	 	[**]
	Temucla	 	CA	 	[**]	 	Maryland Heights	 	MO	 	[**]	 	The Woodlands	 	TX	 	[**]
	Torrance	 	CA	 	[**]	 	Poplar Bluff	 	MO	 	[**]	 	Waco	 	TX	 	[**]
	Walnut Creek	 	CA	 	[**]	 	St Josept	 	MO	 	[**]	 	Chantilly	 	VA	 	[**]
	Denver	 	CO	 	[**]	 	Saint Louis	 	MO	 	[**]	 	Arlington	 	VA	 	[**]
	Colorodo Springs	 	CO	 	[**]	 	Charlotte	 	NC	 	[**]	 	Fairfax	 	VA	 	[**]
	Greenwood Village	 	CO	 	[**]	 	Durham	 	NC	 	[**]	 	Falls Church	 	VA	 	[**]
	Meriden	 	CT	 	[**]	 	Triangle Park	 	NC	 	[**]	 	Herndon	 	VA	 	[**]
	New Haven	 	CT	 	[**]	 	BaskingRidge	 	NJ	 	[**]	 	Sandston	 	VA	 	[**]
	Washington	 	DC	 	[**]	 	Bernardsville	 	NJ	 	[**]	 	Sterling	 	VA	 	[**]
	Wilmington	 	DE	 	[**]	 	Bridgewater	 	NJ	 	[**]	 	Vienna	 	VA	 	[**]
	Ft. Lauderdale	 	FL	 	[**]	 	Cranbury	 	NJ	 	[**]	 	Bellevue	 	WA	 	[**]
	Jacksonville	 	FL	 	[**]	 	Edison	 	NJ	 	[**]	 	Seattle	 	WA	 	[**]
	Orlando	 	FL	 	[**]	 	Iselin	 	NJ	 	[**]	 	Bellevue	 	WA	 	[**]
	Tampa	 	FL	 	[**]	 	Morristown	 	NJ	 	[**]	 	Appleton	 	WI	 	[**]
	Alpharetta	 	GA	 	[**]	 	Parsippany	 	NJ	 	[**]	 	Brookfield	 	WI	 	[**]
	Atlanta	 	GA	 	[**]	 	Piscataway	 	NJ	 	[**]	 	Milwaukee	 	WI	 	[**]
	Augusta	 	GA	 	[**]	 	Princeton	 	NJ	 	[**]	 	Madison	 	WI	 	[**]
	Lawrenceville	 	GA	 	[**]	 	Red Bank	 	NJ	 	[**]	 	Oak Creek	 	WI	 	[**]
	Arlington Heights	 	IL	 	[**]	 	Short Hills	 	NJ	 	[**]	 		 		 	
	Chicago	 	IL	 	[**]	 	Somerset	 	NJ	 	[**]	 		 		 	

 Cities not listed on this Top City Hotel Room Rate Only Guideline Matrix, default to $[**] nightly rate 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Appendix 6.5(a) 

Background Checks - U.S. 
 Background
Check 
 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of 5 pages were omitted. [**] 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Appendix 6.5(b) 

Background Checks – Non-U.S. 

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of 10 pages were omitted. [**] 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Appendix 7 

272 Compliance 
 Amdocs, Inc.
(“Amdocs”) and AT&T Services, Inc. (“AT&T”) are parties Services under this Agreement for the benefit of AT&T’s Section 272-Restricted Separate Affiliates. 

Pursuant to Section 15.10 (Compliance with Laws) of the Agreement, each Party must comply with Law, including the Federal Telecommunications Act of 1996
(the “Act”). 
 Section 272 of the Act conditions a Bell Operating Company’s (“BOC’s”) provision of certain
in-region interLATA telecommunications services, among other things, on a Federal Communications Commission (“FCC”) finding that such BOC complies with the safeguards and requirements of Section 272 of the Act. The FCC adopted
certain rules interpreting and implementing the requirements of Section 272. AT&T and its affiliates have compliance obligations under Section 272 and such FCC rules. 

In connection with such compliance obligations and FCC rules, Amdocs shall: 

(i) furnish Amdocs Personnel providing support for, or Services to, AT&T’s Section 272-Restricted Separate Affiliates with a copy of “The
Separate Affiliate Safeguards, Section 272 Compliance Obligations Applicable to InterLATA Telecommunications Services and Manufacturing Under the Federal Telecommunications Act of 1996”1
(the “Section 272 Compliance Guide”, attached hereto in Schedule E.3, AT&T Rules), 
 (ii) require that each Amdocs Personnel
(a) read and review the Section 272 Compliance Guide, and (b) provide written acknowledgment thereof to Amdocs (no later than [**] of each year of the Term), and 

(iii) furnish to AT&T no later than [**] of each year of the Term a written acknowledgment in the form attached hereto as in Schedule E.3, AT&T Rules
(the “Supplier’s Acknowledgment Form”). 
  

	1	More commonly referred to as the “Section 272 Compliance Guide for Temporary Workers and Independent Contractors.” With respect to Section 272, the guide provides (i) a glossary of key terms,
(ii) describes the activities generally subject to the Section 272 affiliate safeguards, (iii) details the principal structural and transactional requirements, (iv) explains the nondiscrimination and accounting requirements, and
(v) reviews certain joint marketing requirements. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Section 272 Compliance Guide for Temporary Workers and Independent Contractors

 AT&T Inc. 

THE SEPARATE AFFILIATE SAFEGUARDS 

SECTION 272 COMPLIANCE OBLIGATIONS 

APPLICABLE TO INTERLATA TELECOMMUNICATIONS 

SERVICES AND MANUFACTURING UNDER THE 

FEDERAL TELECOMMUNICATIONS ACT OF 1996 

October 2006 
 Section 272
Compliance Guide 
 for 

Temporary Workers and Independent Contractors 

The fact that you are reviewing Section 272 Compliance Information should not be construed as employee training. The contract between
AT&T Inc. and your employer requires you to comply with all laws and regulations. Even though you are not an employee of AT&T Inc. your review today is required because your job function involves providing support for, or services to,
AT&T Inc.’s Section 272-Restricted affiliates. 
 In the course of performing your job functions related to AT&T
Inc.’s Section 272-Restricted affiliates your actions could have serious consequences for SBC. Section 272 compliance information will educate you about your responsibility to comply with Section 272 of the Federal
Telecommunications Act of 1996 requirements and FCC rules and regulations. Section 272 governs the relationship between the AT&T BOCs/ILECs, the Advanced Services affiliates (ASI/AADS), and AT&T’s long distance affiliates. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 I. Introduction 

In February 1996, the Federal Telecommunications Act of 1996 (the Act) became law. While the Act permitted each Bell Operating Company (BOC) (see Glossary of
Key Terms for specific company names), or any affiliate of a BOC, to immediately provide interLATA telecommunications services that originate outside its in-region states, the Act conditioned a BOC’s provision of in-region
interLATA telecommunications services (other than those services previously authorized or considered incidental interLATA services under the Act) upon approval from the Federal Communications Commission (FCC) to provide such services and meet
certain conditions under Section 271 of the Act. Under Section 271, the FCC is required to find, among other things, that the BOC will comply with the safeguards and requirements stated in Section 272 of the Act. 

Since the Act was passed, the FCC adopted certain rules interpreting and implementing the requirements of Section 272. The purpose of this employee guide
is to provide an overview of compliance obligations under Section 272 and the FCC rules for AT&T Inc. and its affiliates. The guide addresses the BOC’s obligations relative to AT&T’s long distance affiliates (SBC Long
Distance, LLC, AT&T Corp. and certain of its affiliates2, and SNET America, Inc.) and AT&T’s advanced services affiliates (ASI and
AADS.3) For purposes of this guide, SBC Long Distance, AT&T Corp. and certain of its affiliates, SNET America, Inc., and ASI/AADS are collectively referred to as the
Section 272-Restricted Separate Affiliates. Questions about other portions of the Act should be directed to your supervisor or Legal Department. 

This employee guide provides a Glossary of Key Terms (Section II), describes the activities generally subject to the affiliate safeguards (Section III),
details the principal Section 272 structural and transactional requirements (Section IV), explains the nondiscrimination requirements (Section V) and accounting requirements (Section VI), and reviews certain Joint Marketing requirements
(Section VII). The guide closes with a brief discussion to assist employees in obtaining answers to questions (Section VIII). 
 AT&T Inc. and its
subsidiaries are committed to compliance with both the letter and the spirit of the Act, including Section 272. Each employee is responsible for knowing and understanding these requirements and acting in accordance with them when performing
their job. 
 II. Glossary of Key Terms 
 Specific
activities of the BOCs/ILECs and their affiliates are subject to separate affiliate safeguards and requirements of Section 272 of the Act and the FCC’s rules. The following definitions will assist you in understanding when these safeguards
and requirements apply. 
  

	2.	For a complete list of the AT&T Corp. 272 affiliates, see end of 272 Compliance following Section VIII. 


	3.	The FCC, in its December 2002 ASI Forbearance Order, continued the 272-like obligations originally imposed under the SBC/Ameritech merger conditions on SBC’s Advanced Services affiliates (SBC Advanced Solutions,
Inc. (ASI), and Ameritech Advanced Data Services (AADS)). 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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 Advanced Services - wireline telecommunications services such as Frame and Cell Relay, ATM, and DSL
that rely on packetized technology and support bi-directional speeds in excess of 56 kilobits per second. 
 Advanced Solutions, Inc. (ASI) / Ameritech
Advanced Data Services (AADS) – affiliates, structurally separate from the former SBC BOCs and ILECs, that may provide interstate or intrastate advanced services. (Also known as Section 272-like Affiliates.) 

AT&T Corp. (and all pre-merger affiliates) – the legal entity consisting of AT&T Corp. and its pre-merger subsidiaries that are
structurally separate from the former SBC BOCs and ILECs and provide interLATA telecommunications services on both an in-region and out-of-region basis. For 272 compliance purposes, AT&T Corp. and all pre-merger affiliates will be considered
Section 272 Separate Affiliates. 
 BOC – Bell Operating Company, which includes Illinois Bell Telephone Company, Indiana Bell Telephone
Company, Inc., Michigan Bell Telephone Company, Nevada Bell Telephone Company, Pacific Bell Telephone Company, Southwestern Bell Telephone Company, The Ohio Bell Telephone Company, Wisconsin Bell, Inc. and any successor or assign of these companies
that provide wireline telephone exchange service. 
 ILEC – Incumbent Local Exchange Carrier, which includes Southern New England Telephone
Company and The Woodbury Telephone Company, and the BOCs listed above. 
 InterLATA telecommunications service - the offering of telecommunications
for a fee directly to the public, between a point located in a local access and transport area (LATA) and a point located outside that LATA. 
 In-region
interLATA telecommunications service of a BOC - interLATA telecommunication service of a BOC that originates in a state where a BOC is the incumbent provider of local exchange and exchange access services (i.e., in-region). SBC’s
in-region states are Arkansas, California, Kansas, Missouri, Nevada, Oklahoma, Texas, Illinois, Ohio, Indiana, Michigan and Wisconsin. (Connecticut is deemed to be an out-of-region state for purposes of interLATA telecommunications services but
in-region for purposes of advanced services.) 
 Information service - generally speaking, the offering of a capability for generating, acquiring,
storing, transforming, processing, retrieving, utilizing or making available information via telecommunications. The term encompasses each service that the FCC previously considers to be an “enhanced service.” 

InterLATA information service - any information service which incorporates as a necessary, bundled element an interLATA telecommunications transmission
component, provided to the customer for a single charge. 

  
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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 InterLATA information service of a BOC - an interLATA information service in which a BOC provides the
interLATA telecommunications transmission component either over its own facilities or by reselling the interLATA telecommunications services of an interexchange carrier. 

Manufacturing - the design, development, and fabrication of telecommunications equipment and customer premises equipment (CPE), including the
development of firmware or software integral to the functioning of telecommunications equipment or CPE. This does not include design and development of applications software, or provision of generic requirements and functional specifications to
manufacturers. It also does not include research related to manufacturing, close collaboration with manufacturers during the design and development phase, and entering into royalty agreements with manufacturers. 

Section 272 Oversight Team – the internal interdepartmental team established to provide advice, counsel and direction for the BOCs and
Section 272 affiliates in interpreting and implementing Section 272 of the Federal Telecommunications Act. This team provides employee training and reviews proposed product/service offerings, reorganizations, management changes and other
activities impacting the BOCs/ILECs and the Section 272-Restricted Separate Affiliates. 
 Section 272-Restricted Separate Affiliates
– refers collectively to SBCLD, AT&T Corp. and its affiliates, and ASI/AADS. These entities, along with the BOCs (and to a certain extent, the ILECs), are subject to Section 272 requirements as described herein. 

SBC Long Distance, LLC. (SBCLD) - an affiliate, structurally separate from AT&T’s BOCs and ILECs, that provides interLATA telecommunications
services on an in-region and out-of-region basis and local exchange services on an out-or-region basis. (Also known as a Section 272 Separate Affiliate). 

III. Activities Subject to the Separate Affiliate Safeguards 

With certain exceptions, a BOC may engage in the following activities only through one or more affiliates that are “separate” (as defined by
Section 272) from the BOC: 
  

	 	•	 	provision of in-region interLATA telecommunications services, 

  

	 	•	 	provision of a service that permits a customer to store information in or retrieve information from BOC-owned (or BOC affiliate-owned) information storage facilities located in a LATA different than where the customer
is located, 

  

	 	•	 	manufacturing of telecommunications equipment and CPE, and 

  

	 	•	 	provision of in-region intraLATA advanced services. 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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 The exceptions in which a BOC may provide an interLATA service, or engage in manufacturing-related
activities, without a separate affiliate requirement are: 
  

	 	•	 	provision of interLATA information services (both in-region and out-of-region); 

  

	 	•	 	provision of interLATA telecommunications services (but not interLATA information services) previously authorized by the Modified Final Judgment (MFJ); 


 

	 	•	 	research related to manufacturing, close collaboration with manufacturers during the design and development phase, and entering into royalty agreements with manufacturers; 


 

	 	•	 	“incidental” interLATA services, including: 

  

	 	•	 	audio/video programming, 

  

	 	•	 	two-way interactive video or Internet services over dedicated facilities to elementary and secondary schools, 

  

	 	•	 	commercial mobile services, 

  

	 	•	 	alarm monitoring services, 

  

	 	•	 	information storage and retrieval services across LATA boundaries from company-owned database and information storage facilities, 

  

	 	•	 	provision of signaling information related to telephone exchange/exchange access services provided by a local exchange carrier, and 

  


	 	•	 	provision and receipt of interexchange carrier network control signaling information. 

 IV. Structural and
Transactional Requirements 
 The Section 272-Restricted Separate Affiliates must be structurally and transactionally separate from any BOC with
which they are affiliated. There are several aspects to this separation requirement: 
 First, the Section 272-Restricted Separate
Affiliates must “operate independently” from a BOC/ILEC affiliate. The intent of this requirement is to prevent a BOC/ILEC from integrating its local exchange and exchange access operations with its Section 272-Restricted Separate
Affiliates’ activities to such an extent that the affiliate could not reasonably be found to be operating independently and to be self-governing. Pursuant to this requirement, a BOC/ILEC and its Section 272-Restricted Separate Affiliate
may not jointly own any transmission and switching facilities, nor the land or buildings where such facilities are located. Activities permitted under the “operate independently” requirement include: 

 

	 	•	 	A BOC/ILEC may perform operations, installation and maintenance (OI&M) functions, including network planning and engineering, associated with the facilities that the Section 272-Restricted Separate Affiliates
owns or leases if done so on a non-discriminatory basis (that is, under the same price, terms and conditions) and subject to the FCC’s affiliate accounting rules.4 Before an OI&M service
is provided to an affiliate, (1) the service request must be channeled through the Industry Markets Account Team, and (2) necessary revisions to the BOCs Cost Allocation Manual (CAM) must be made. 


 

	 	•	 	Likewise, the Section 272-Restricted Separate Affiliates may perform OI&M functions for a BOC subject to the BOC meeting a non-discriminatory procurement obligation. (See Section V for more information.)


  

	4	Prior to March 31, 2004, SBC’s BOCs/ILECs were prohibited from providing operation, installation and maintenance (OI&M) functions for SBC LD. This prohibition was lifted pursuant to the FCC OI&M Relief
Order that eliminated rules prohibiting the sharing of OI&M functions (including network planning and engineering) between the BOCs/ILECs and SBC LD. 


  
 RESTRICTED –
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 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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	 	•	 	The Section 272-Restricted Separate Affiliates may negotiate with the BOC/ILEC on an arm’s length basis (subject to a nondiscrimination obligation imposed on the BOC) to obtain telecommunications services or
transmission and switching facilities (e.g., unbundled elements) from the BOC. 

  

	 	•	 	A BOC may provide to, or obtain from, the Section 272-Restricted Separate Affiliates goods, services, facilities and information if done so on a non-discriminatory basis. (See Section V for more information.)


 Second, the Section 272-Restricted Separate Affiliates must maintain books, records, and accounts that are separate from
the books, records, and accounts of the BOC/ILEC. 
 Third, the Section 272-Restricted Separate Affiliates must have officers, directors,
and employees that are separate from the officers, directors, and employees of the BOC/ILEC. This means that the same person may not simultaneously serve as an officer, director or employee, in any combination, of both a BOC/ILEC and its
Section 272-Restricted Separate Affiliates. 
 Fourth, the Section 272-Restricted Separate Affiliates may not obtain
credit under any arrangement that would permit a creditor, upon default by the Section 272-Restricted Separate Affiliate, to have recourse to the assets of the BOC/ILEC. No BOC/ILEC, parent of a BOC/ILEC, or any other affiliate of a BOC/ILEC
may co-sign a contract or any other instrument with the Section 272-Restricted Separate Affiliates that would grant a creditor recourse to the BOC/ILEC’s assets in the event of default by the Section 272-Restricted Separate
Affiliates. 
 Fifth, transactions between the Section 272-Restricted Separate Affiliates and a BOC/ILEC must be conducted on an
arm’s length basis, priced according to affiliate transaction pricing rules, 

  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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reduced to writing, and made available for public inspection. Among other things, this means that a BOC/ILEC must not conduct business with its Section 272-Restricted Separate Affiliates
without a written contract or tariff, and no service may be provided until the written contract is executed and signed by both parties. In addition, requests for any type of service to be provided by a BOC/ILEC to a 272 affiliate must be coordinated
through the appropriate BOC Industry Markets account team as well as reviewed by the Section 272 Oversight Team. Finally, within [**] of a transaction, the Section 272-Restricted Separate Affiliates must provide, on AT&T’s
external Internet home page, a detailed description of the transaction, including terms, conditions and pricing. The information must also be made available for public inspection at the BOC’s or ILEC’s principal place of business. (See
Operating Practice 125 for affiliate transaction procedures and VI Accounting Requirements below.) 
 V. Nondiscrimination Requirements 

Several nondiscrimination requirements are meant to ensure that a BOC treats all other entities in the same manner as it treats its Section 272-Restricted
Separate Affiliates. These requirements are applicable to the ILECS (Southern New England Telephone Company and The Woodbury Telephone Company) only to the extent that they are dealing with the advanced services affiliates, ASI/AADS. 

More specifically, outside a limited exception relating to the Joint Marketing of interLATA services5, a
BOC may not discriminate in favor of its Section 272-Restricted Separate Affiliates regarding either the provision or procurement of “goods, services, facilities and information.” Accordingly, a BOC must provide to any
other entity the same “goods, services, facilities and information” that it provides to its separate affiliate, at the same rates, terms and conditions. This quoted phrase is broadly interpreted. It encompasses, but is not limited
to: 
  

	 	•	 	unbundled network elements, 

  

	 	•	 	collocation of equipment, facilities, or employees, 

  

	 	•	 	network information, 

  

	 	•	 	nonpublic information belonging to or about a BOC (does not include customer proprietary network information (CPNI)), 

  

	 	•	 	administrative and support services (e.g., human resources/accounting/tax/data processing/regulatory), 

  

	 	•	 	access to operational support systems, 

  

	 	•	 	transfers of ownership of facilities, and 

  

	 	•	 	development of new products or services. 

 For example, employees who have access to and use BOC non-public
information, may not share that information with a Section 272-Restricted Separate Affiliate or use that information to 
  

	5	There is a limited exception for shared administrative floor space by ASI/AADS, the Section 272-like Affiliates. 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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benefit a Section 272-Restricted Affiliate, unless the BOC makes the information available to third parties. These rules relating to information use and sharing apply whether the employee
works for a BOC or another affiliate. In addition, if such an employee transfers to a Section 272-Restricted Separate Affiliate, no BOC information may be transferred or used in the new job. 

Non-BOC affiliates, such as a shared services affiliate, may provide services to Section 272-Restricted Separate Affiliate absent a nondiscrimination
obligation. However, if the shared services affiliate uses any BOC goods, services, facilities or information to provide services to the Section 272-Restricted Separate Affiliate, the BOC must make these “inputs” available on a
nondiscriminatory basis. This situation is known as a chaining transaction, and must be properly recorded under the affiliate transaction procedures. 
 In
order to ensure BOC non-public information is appropriately safeguarded by certain employees in shared services affiliates, company policy requires “siloing” or separation of employees who perform services for a Section 272-Restricted
Separate Affiliate away from employees with access to BOC non-public information. Implementing this control, where there would otherwise be a risk of sharing BOC non-public information with employees performing services for a
Section 272-Restricted Separate Affiliate, helps ensure compliance with the nondiscrimination obligation. 
 Protecting access to non-public BOC
information is a matter of high importance. The Code of Business Conduct makes employees responsible for understanding and applying applicable laws and regulations, and for protecting proprietary information. It is important that proper safeguards
are implemented to protect data and information in corporate databases and websites from inadvertent access by unauthorized employees. As a general rule, employees of the Section 272-Restricted Separate Affiliates as well as employees of shared
services affiliates who are siloed to perform services for the Section 272-Restricted Separate Affiliates should not receive or have access to non-public BOC information. Exceptions to such rule must be approved in advance by the
Section 272 Oversight Team and/or the Legal Department. Any inadvertent disclosure of non-public BOC information to the Section 272-Restricted Separate Affiliates is considered provision of such information and must be properly recorded as
an affiliate transaction and made available to other entities on a non-discriminatory basis. 
 Although the nondiscrimination rules of Section 272 do
not apply to customer proprietary network information (CPNI), there are specific rules that do apply to the use and sharing of CPNI. Employees must be familiar with those rules or check with a supervisor or the Legal Department before using CPNI on
behalf of, or sharing CPNI with, any affiliate, including any Section 272-Restricted Separate Affiliate. 
 Under the nondiscriminatory procurement
requirement, a BOC is subject to an unqualified prohibition against discriminating between its Section 272-Restricted Separate Affiliates and an 

  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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unaffiliated entity in the procurement of goods, services, facilities, or information. For example, a BOC may not purchase interLATA telecommunications services solely from its
Section 272-Restricted Separate Affiliate, purchase equipment from its Section 272-Restricted Separate Affiliate at inflated prices, or give any preference to the Section 272-Restricted Separate Affiliate’s interLATA services in
the procurement process. 
 In addition, a BOC also may not discriminate between its Section 272-Restricted Separate Affiliates and other entities in
the establishment of standards. A BOC may not establish or adopt any standard – “industry-wide” or otherwise — that has the effect of favoring the separate affiliate and disadvantaging an unaffiliated entity. The FCC has
indicated that, with respect to “industry-wide” standards, an open and nondiscriminatory public process in which all interested parties have an opportunity to participate (as required by Section 273), will be sufficient to satisfy
this nondiscrimination requirement. However, standards established by a BOC in some other manner that have the effect of favoring the separate affiliate and disadvantaging an unaffiliated entity may be a violation of this nondiscrimination
requirement. 
 Finally, there are several nondiscrimination requirements applicable to the “fulfillment of certain requests.” Under these
requirements a BOC (or any affiliated ILEC): 
  

	 	•	 	must fulfill any unaffiliated entity’s request for telephone exchange service and exchange access within a response time no greater than the response time it provides to itself or its affiliates, and make available
to unaffiliated entities information regarding the service intervals provided to themselves or their affiliates; 

  

	 	•	 	must not provide any facilities, services or information concerning its provision of exchange access to its Section 272-Restricted Separate Affiliates unless the facilities, services or information are made
available to other providers of interLATA services in that market on the same terms and conditions; 

  

	 	•	 	must charge the Section 272-Restricted Separate Affiliates, or impute to itself, an amount for access to its telephone exchange service and exchange access that is no less than the amount charged to any
unaffiliated interexchange carrier. A BOC’s volume and term discounts are subject to this requirement. A Section 272-Restricted Separate Affiliates’ purchase of telephone exchange service and exchange access at tariffed rates, or a
BOC’s imputation of tariffed rates, would meet this requirement; and 

  

	 	•	 	may provide to its Section 272-Restricted Separate Affiliates any interLATA or intraLATA facilities or services which it is otherwise authorized to provide (e.g., the incidental interLATA services described
above) if the facilities or services are made available to all carriers at the same rates and on the same terms and conditions, and so long as the costs are appropriately allocated. 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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 VI. Accounting Requirements 

A BOC (or any affiliated ILEC) must account for all transactions with the Section 272-Restricted Separate Affiliates in accordance with the FCC’s
accounting rules. Generally, these rules provide that: 
  

	 	•	 	Assets or services sold or transferred between a BOC (or any affiliated ILEC) and its Section 272-Restricted Separate Affiliates pursuant to a tariff must be recorded at the tariffed rate. Rates in publicly filed
interconnection agreements or statements of generally available terms and conditions may be used if a tariff rate is not available. 

  

	 	•	 	Non-tariffed assets or services sold or transferred between a BOC (or any affiliated ILEC) and its Section 272-Restricted Separate Affiliates that qualify for a prevailing price must be recorded at the prevailing
price. (Prevailing price has a specific meaning. Please consult your supervisor or the legal or regulatory departments if you need further information about the application of the prevailing price rule in transactions between a BOC and its
Section 272-Restricted Separate Affiliates.) 

  

	 	•	 	All other assets sold or transferred by a BOC (or any affiliated ILEC) to its Section 272-Restricted Separate Affiliates must be recorded at the higher of fair market value (FMV) and net book cost. All other assets
purchased by or transferred to a BOC (or any affiliated ILEC) from its Section 272-Restricted Separate Affiliates must be recorded at the lower of FMV and net book cost. 


 

	 	•	 	All other services provided by a BOC (or any affiliated ILEC) to its separate affiliate must be recorded at the higher of FMV and fully distributed cost (FDC). All other services provided by a
Section 272-Restricted Separate Affiliates to a BOC (or any affiliated ILEC) must be recorded at the lower of FMV and FDC. 

 Employees
may refer any questions regarding affiliate transaction rules and processes to the Affiliate Oversight Group, as outlined in Operating Practice 125. 

Under an additional accounting safeguard, the Act requires that a BOC pay for audits that test compliance with the requirements of Section 272. An audit
will be conducted every [**] by an independent auditor under the direction of federal and state regulators. Employees are expected to comply with requests for data and/or information from the independent auditor as deemed necessary to conduct and
complete the audit engagement. 
 VII. Joint Marketing 

A BOC may market and sell the interLATA services provided by its Section 272 Affiliates on an exclusive basis; however, the BOC must continue to advise
new customers of their right to select their choice of interexchange carrier in compliance with the FCC’s equal access rules. Generally, the exclusive joint marketing functions are defined as customer ordering, inquiries, and sales activity. To
the extent that the BOC allows its Section 272 Separate Affiliate to market and sell the BOC’s local telephone exchange services, the BOC must allow other unaffiliated entities to do the same. 

  
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PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
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 Agreement Number 02026713.A.005 

 

 VIII. For More Information 

Every effort has been made to ensure that this employee guide will answer any general questions you may have; however, there may be occasions where either no
answer is provided to your specific question or the answer may be unclear even after you refer to this guide. Those questions should be directed through your organization’s Section 272 Compliance Coordinator and/or Legal department to the
Section 272 Oversight Team as necessary. 

  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
 34 









 Agreement Number 02026713.A.005 

 

 2006 ATT Inc. Affiliate List 

 

									
	 BOCS
	  	 ILECS
	  	 Internet
 Service

Providers (ISP)
	  	 272 Affiliates
	  	 272-Like Affiliates

	[**]	  	[**]	  	[**]	  	[**]	  	[**]
	[**]	  	[**]	  	[**]	  	[**]	  	[**]
	[**]	  		  		  	[**]	  	
	[**]	  		  		  		  	
	[**]	  		  		  		  	
	[**]	  		  		  		  	
	[**]	  		  		  		  	
	[**]	  		  		  		  	


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
 35 









 Agreement Number 02026713.A.005 

 

 Amdocs’ Acknowledgement Form 

Section 272 Compliance Guide for Temporary Workers and Independent Contractors 

Amdocs, Inc. (“Amdocs”) and AT&T Services, Inc. (“AT&T”) are parties to the Information Technology Services
Agreement number 02026409 dated January 9, 2003 (the “Agreement”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement. 

In connection with certain Services provided by Amdocs under the Agreement, AT&T previously furnished Amdocs with the document entitled “The Separate
Affiliate Safeguards, Section 272 Compliance Obligations Applicable to InterLATA Telecommunications Services and Manufacturing Under the Federal Telecommunications Act of 1996”6 (the
“Section 272 Compliance Guide”). 
 Amdocs acknowledges that: 

(i) Amdocs Personnel, while providing Services under the Agreement, must comply with certain regulatory requirements applicable to AT&T when such Amdocs
Personnel job functions involve providing support for, or Services to, AT&T’s Section 272-Restricted Separate Affiliates (as defined in the Section 272 Compliance Guide), 

(ii) Amdocs has furnished the Section 272 Compliance Guide to such Amdocs Personnel, 

(iii) Amdocs requires such Amdocs Personnel to read and review the Section 272 Compliance Guide, and 

(iv) Amdocs has used commercially reasonable efforts to obtain from each such Amdocs Personnel written acknowledgement that he or she has read the
Section 272 Compliance Guide. 
  

			
	AMDOCS, INC
		
	By	 	  



			
	 Name [typed or printed]
	 	  

	 Title [typed or printed]
	 	  

	 Date [typed or printed]
	 	  


  

	6	More commonly referred to as the “Section 272 Compliance Guide for Temporary Workers and Independent Contractors.” 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. 


  
 36 








 Agreement Number 02026713.A.007 

Amendment 
 No. 02026713.A.007

 Between 
 Amdocs, Inc. 

And 
 AT&T Services, Inc. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 









 Agreement Number 02026713.A.007 

 

 AMENDMENT NO. 7 

AGREEMENT NO. 02026713 
 This Amendment
No. 7, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and AT&T
Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007 and as further
amended by Amendment No. 6 effective September 2, 2008 (collectively, the “Agreement”); and 
 WHEREAS, Amdocs Software Systems
Limited and AT&T have entered into that certain Agreement No. 03032360-2 pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; 

WHEREAS, AT&T may desire Amdocs to implement customizations to such Software and other Software previously licensed by Amdocs to AT&T, and to
provide other Services relating to such Software pursuant to the terms and conditions of the Agreement as amended herein; and 
 WHEREAS, Amdocs
desires to implement customizations to the Software and provide other Services relating to such Software pursuant to the terms and conditions of the Agreement as amended herein, 

WHEREAS, the Agreement expired by its terms on November 5, 2008 (the “Prior Expiration Date”); and 

WHEREAS, after such Prior Expiration Date, the Parties continued to perform under the Agreement as if it had not expired, and with the intention of
extending its term; and 
 WHEREAS, AT&T and Supplier now desire to revive the Agreement; to extend its term; to formalize the validity and
continuation of the Agreement since its Effective Date of August 7, 2003. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.007 

 

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

	1.	The Agreement is revived; the term is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. The Parties further ratify all actions taken
between the Prior Expiration Date and the date when this Amendment is effective. 

  

	2.	For purposes of extending the term of this Agreement, Section 3.32. “Term of Agreement”, is deleted in its entirety and replaced with the following: 


Section 3.32. Term of Agreement: 

This Agreement is effective on the date the last Party signs and, unless Terminated or Canceled as provided in this Agreement, shall remain in
effect for a term ending on January 15, 2009. The Parties may extend the term of this Agreement by agreement in writing. 
  

	3.	The TABLE OF CONTENTS, APPENDICES AND EXHIBITS is hereby amended in accordance with the following: 


Delete: Appendix 7. 272 Compliance 

Add: Appendix 8 AT&T Supplier Information Security Requirements (SISR) 

Add: Appendix 9 Satisfaction Survey 

Add: Appendix 10 Governance 
 Add:
Appendix 11 Service Level Agreement Process and Measurement 
  

	4.	Section 3.10 Force Majeure of ARTICLE III - GENERAL TERMS is hereby deleted in its entirety and replaced as follows: 


 

	 	3.10	Force Majeure 

  

	 	a.	A Party is excused from performing its obligations under this Agreement or any Order if, to the extent that, and for so long as: 

  

	 	i.	such Party’s performance is prevented or delayed by an act or event (other than economic hardship, changes in market conditions or insufficiency of funds) that is beyond its reasonable control and could not have
been prevented or avoided by its exercise of due diligence; and 

  

	 	ii.	such Party gives written notice to the other Party, as soon as practicable under the circumstances, of the act or event that so prevents such Party from performing its obligations. 


By way of illustration, and not by way of limitation, acts or events that may prevent or delay performance (as contemplated by this Section)
include: acts of God or the public enemy, acts of civil or military authority, terrorists acts, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, and labor disputes (even if AT&T is involved in a labor
dispute). If Supplier is the Party whose performance is prevented or delayed, and if such event of Force Majeure continues for a period of [**] or more, at any point thereafter during the pendency of such Force Majeure event, AT&T may elect to:

  

	 	i.	Terminate, in whole or in part, the affected Orders, without any liability to Supplier, or 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713.A.007 

 


	 	i.	suspend the affected Orders or any part thereof for the duration of the delay; and (at AT&T’s option) obtain Material and Services elsewhere and deduct from any commitment under such Order the quantity of the
Material and Services obtained elsewhere or for which commitments have been made elsewhere; and resume performance under this Agreement or such Order when Supplier resumes its performance; and extend any affected Delivery Date or performance date up
to the length of time Supplier’s performance was delayed or prevented. 

  

	5.	Paragraph A of Section 3.19 MBE/WBE/DVBE of ARTICLE III GENERAL TERMS is amended by adding the following: 


The Parties agree to collaborate and amend this Section 3.19 by January 15, 2009. 

 

	6.	A new Section 3.37 Labor Disputes is hereby added to ARTICLE III – GENERAL TERMS of the Agreement as follows: 


 

	 	3.37	Labor Disputes 

 a. In the event of a labor dispute between AT&T and the union(s)
representing AT&T’s employees, AT&T may exercise its right to modify the Scope of Work under the Order on immediate written notice, including postponing, reducing, or terminating the services to be provided under the Order and due to be
performed after the commencement of a labor dispute, provided, however, that in the event of the termination of services pursuant to this paragraph, AT&T shall provide Amdocs with no less than [**] written notice of such termination and such
termination shall be deemed a termination for convenience and subject to the payment of any applicable early termination fees under such terminated Order. AT&T acknowledges and agrees that the exercise of such right may result in a delay in
the resumption of Services when requested by AT&T. 
 b. The rights and obligations of the Parties under this Section are in addition to,
and not a limitation of, their respective rights under the Sections entitled “Amendments and Waivers” and “Force Majeure.” 

Where AT&T modifies the Scope of Work to include a reduction, postponement or termination of the services to be provided, until
reinstatement of such services, the terms of any Service Level Agreements applicable to such services shall be reasonably modified by the Parties to reflect such modification. In addition, no such modification shall relieve AT&T of its
obligation to pay Amdocs for any services actually performed by Amdocs (whether before or after such modification) notwithstanding Amdocs’ failure or inability to achieve any payment milestone set forth in the applicable Order as a result of
such modification. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 4 









 Agreement Number 02026713.A.007 

 


	7.	A new Section 3.38 Satisfaction Surveys is hereby added to ARTICLE III – GENERAL TERMS of the Agreement as follows: 


 

	 	3.38	Satisfaction Surveys 

  

	 	a.	Independent Surveys. Within [**] days after the Effective Date of this Amendment, Supplier shall identify and submit to AT&T for its approval the identity of an independent third party that will conduct a
baseline customer satisfaction index survey of the Services to be provided under this Agreement in accordance with the survey protocols and procedures specified in Appendix 9. Within [**] days after AT&T’s approval of Supplier’s
selection, such independent third party shall conduct the baseline customer satisfaction index survey and shall submit the results within [**] days to AT&T for its approval. Such baseline customer satisfaction index survey shall thereafter
become the baseline for measuring performance improvements and conducting other satisfaction surveys hereunder. Thereafter, Supplier shall engage independent third parties (such third parties to be approved in advance by AT&T) to conduct
satisfaction surveys at the intervals and in accordance with the survey protocols and procedures specified in Appendix 9 (and if not such intervals are provided therein, then at least on an annual basis beginning on the date of delivery of the
initial baseline satisfaction survey). Supplier shall be responsible for the expenses of all such surveys conducted pursuant to this Section 3.38. 

  

	 	b.	AT&T-Conducted Surveys. In addition to the satisfaction surveys to be conducted by an independent third party pursuant to Section 3.38, AT&T may survey End-User satisfaction with Supplier’s
performance in connection with and as part of broader End-User satisfaction surveys periodically conducted by AT&T or such other party as AT&T may select. At AT&T’s request, Supplier shall cooperate and assist AT&T with the
formulation of the survey questions, protocols and procedures and the execution and review of such surveys, including participating in any existing or future programs or processes addressing customer satisfaction and with which AT&T may be
involved, participate in or perform, including the AT&T Quality Process or similar processes or programs. 

  

	 	c.	 Survey Follow-up. If the results of any satisfaction survey conducted pursuant to Section 3.38 indicate that the level of satisfaction
with Supplier’s performance is less than the target level specified in Appendix 9, Supplier shall promptly: (i) analyze and report on the root cause of the management or End-User dissatisfaction; (ii) develop an action plan to address
and improve the level of satisfaction; (iii) present such plan to AT&T for its review, comment and approval; and (iv) take action in accordance with the approved plan and as necessary to improve the level of satisfaction. AT&T and
Supplier shall establish a schedule for completion of a Root Cause Analysis and the preparation and approval of the action plan which shall be reasonable and consistent with the severity and materiality of the problem; provided, that the time for
completion of such tasks shall not exceed [**] from the date such user survey results are finalized and reported. Supplier’s action plan developed 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 5 









 Agreement Number 02026713.A.007 

 


	 	
hereunder shall specify the specific measures to be taken by Supplier and the dates by which each such action shall be completed. Following implementation of such action plan, Supplier will
conduct follow-up surveys with the affected AT&T users and management to confirm that the cause of any dissatisfaction has been addressed and that the level of satisfaction has improved. 


 

	8.	A new Section 3.39 AT&T Supplier Information Security Requirements is hereby added to ARTICLE III – GENERAL TERMS of the Agreement as follows: 


 

	 	3.39.	AT&T Supplier Information Security Requirements 

 Amdocs shall comply with AT&T
Supplier Information Security Requirements as they pertain to Systems used to access AT&T’s network, Information or facilities under the Agreement. AT&T Supplier Information Security Requirements are specified in Appendix 8. 

 

	9.	A new Section 3.40 Governance is hereby added to ARTICLE III – GENERAL TERMS of the Agreement as follows: 

  


	 	3.40.	Governance 

 Governance for this Agreement is described in Appendix 10, Governance, and
is focused on Committee Structure, Performance Indicators Scorecard and an Action Register. 
  

	10.	A new section 3.41 Original Signatures is hereby added to ARTICLE III – GENERAL TERMS of the Agreement as follows: 

  

	 	3.41.	Original Signatures 

 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 Agreement 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. 
  

	11.	A new Section 5.11 Service Level Agreement Process and Measurement is hereby added to ARTICLE V – SPECIAL SOFTWARE TERMS as follows: 


 

	 	5.11	Service Level Agreement Process and Measurements 

 Service Level Agreement Process and
Measurements shall apply to Work Orders with Service Level Agreements (SLA) and Key Performance Indicators (KPI). This section will be defined by both Parties prior to the next amendment of this Agreement in January 2009. 

 

	12.	ARTICLE VI - ONGOING SUPPORT SERVICES is hereby amended to delete the following Section: 


6.16. Amdocs shall comply with the requirements of Appendix 7 entitled 272 Compliance. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 6 









 Agreement Number 02026713.A.007 

 


	13.	Section 6.11 Disaster Recovery and Business Continuity Plan of ARTICLE VI – ONGOING SUPPORT SERVICES is hereby renumbered as 6.16. 


 

	14.	Appendix 1.2(2) IT Professional Service Price(s) 

 The Parties agree to collaborate and
amend Appendix 1.2(2) IT Professional Service Price(s) by January 15, 2009. 
  

	15.	Appendix 7. 272 Compliance 

 Appendix 7., 272 Compliance, is hereby deleted in its
entirety. 
  

	16.	Appendix 8. AT&T Supplier Information Security Requirements 

 Appendix 8, Supplier
Information Security Requirements, is hereby attached to the Agreement and made a part thereof by this reference. 
  

	17.	Appendix 9. Satisfaction Surveys 

 Appendix 9, Satisfaction Surveys, is hereby attached
to the Agreement and made a part thereof by this reference. 
  

	18.	Appendix 10. Governance 

 Appendix 10., Governance, is hereby attached to the Agreement
and made a part thereof by this reference. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 7 









 Agreement Number 02026713.A.007 

 

 The terms and conditions of Agreement No. 02026713 in all other respects remain unmodified and in full
force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in
duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 
  

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s Thomas C. Drury
	 		 	By:	 	 /s/ A. David Garger



									
					
	Printed Name:	 	 Thomas C. Drury
	 		 	Printed Name:	 	A. David Garger


									
					
	Title:	 	 President
	 		 	Title:	 	Director – Global Strategic Sourcing Mass Market Software and Services
					
	Date:	 	 12/8/08
	 		 	Date:	 	 12/8/2008



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 8 








 Agreement Number 02026713.S.234 

Appendix 8 
 AT&T Supplier
Information Security Requirements 
 The following AT&T Supplier Information Security Requirements apply to the employees and/or temporary workers
of Supplier and its suppliers, contractors, vendors and/or agents that perform services for, on behalf of, and/or through AT&T, which require access to AT&T’s infrastructure, systems or applications or handle, process, or store
AT&T, AT&T Branded and/or AT&T Co-branded Information (for the purpose of this Section, each or all “Supplier”). Supplier represents and warrants that during the term of this Agreement and thereafter (as applicable with respect
to Supplier’s obligations under the Survival of Obligations and Compliance with Laws clauses) Supplier is, and shall continue to be, in compliance with its obligations as set forth herein. AT&T’s failure to audit and/or exercise any of
its rights under this Section shall not be construed or deemed to be a waiver of any rights under this Agreement, in equity or at law. In addition to all other remedies specified in the Agreement, Supplier agrees that AT&T shall be entitled to
obtain an injunction and be [**] by Supplier to cease any breach of any obligation that survives Cancellation, Termination or expiration of this Agreement. The following provisions shall not be deemed to, and shall not, limit any more stringent
security or other obligations contained within this Agreement. 
 Definitions: 

Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set forth in the main body of the Agreement. 

“AT&T Branded Information” means Information owned, labeled, marked, or collected, which contains any of
AT&T’s or its affiliates’ identifying markings or trademarks. 
 “AT&T Co-branded Information”
means AT&T Branded Information that is jointly marketed or shared under a co-branding arrangement with a supplier, irrespective of dominance or emphasis of the co-branding relationship. 

“Information Resources” means any systems, applications, and network elements, and the information stored,
transmitted, or processed with these resources in conjunction with supporting AT&T and/or utilized by Supplier in fulfillment of its obligations under this Agreement. 

“Personally Identifiable Information” or “PII” means any information that could be used to uniquely
identify, locate, or contact a single person (or potentially be exploited to steal the identity of an individual, commit fraud or perpetuate other crimes). Examples of PII include personal telephone numbers, social security numbers, national-,
state- or province-issued identification numbers, drivers license numbers, dates of birth, bank account numbers, credit card numbers and expiration dates, and other credit related information, PINs, passwords, passcodes, password hint answers,
Protected Health Information as defined by the Health Insurance Portability and Accountability Act (HIPAA), biometric data, digitized signatures, and background check details. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 9 









 Agreement Number 02026713.S.234 

 

 In accordance with the foregoing, Supplier shall: 

System Security 
  

	1.	Actively monitor industry resources (e.g., www.cert.org, pertinent software vendor mailing lists & websites) for timely notification of all applicable security alerts pertaining to Supplier networks and
computers. 

  

	2.	Scan its externally-facing systems with applicable industry standard security vulnerability scanning software (including, but not limited to, network, server, & application scanning tools) [**]


  

	3.	Scan its internal systems with applicable industry standard security vulnerability scanning software (including, but not limited to, network, server, application & database scanning tools) [**]


  

	4.	Upon AT&T’s request, furnish to AT&T its most current scanning results for those resources used to support AT&T. 

  

	5.	Deploy an Intrusion Detection System(s) (IDS) in an active mode of operation. 

  

	6.	Remediate security vulnerabilities, including, but not limited to, those discovered through industry publications, vulnerability scanning, virus scanning, and the review of security logs, and apply applicable security
patches in a timely manner, according to the following minimal guidelines: If: 

  

	 	•	 	A vulnerability exists and attack is underway: Supplier shall work on remediating/patching [**] 

  

	 	•	 	A vulnerability exists and attack is determined to be imminent: Supplier shall remediate/patch within [**] 

  

	 	•	 	A vulnerability exists and attack is determined to not be imminent: Supplier shall remediate/patch within [**] 


All other security patches shall be applied within [**] 
  

	7.	Assign security administration responsibilities for configuring host operating systems to specific individuals. 

  

	8.	Ensure that its security staff has reasonable and necessary experience in information/network security. 

  

	9.	Ensure that all of Supplier’s systems are and remain ‘hardened’ including, but not limited to, removing or disabling unused network services (e.g., finger, rlogin, ftp, simple TCP/IP services) and
installing a system firewall, TCP Wrappers or similar technology. 

  

	10.	Change all default account names and/or default passwords in accordance with password requirements as set forth within requirement number 35, below. 


 

	11.	Limit system administrator/root access to host operating systems only to individuals requiring high-level access in the performance of their jobs. 


 

	12.	Require system administrators to restrict access by users to only the commands, data and systems necessary to perform authorized functions. 


Physical Security 
  

	13.	Ensure that all of Supplier’s networks and computers are located in secure physical facilities with access limited and restricted to authorized individuals only. 


 

	14.	Monitor and record, for audit purposes, access to the physical facilities containing networks and computers used in connection with Supplier’s performance of its obligations under this Agreement. 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 10 









 Agreement Number 02026713.S.234 

 

 Network Security 

 

	15.	Separate AT&T’s data from the Internet and the destination web servers with a perimeter security gateway (e.g., firewall). For additional clarification of this requirement, see diagram, however, the
written requirements shall control with respect to the interpretation of this provision. 

  
 



 
  

	16.	Upon AT&T’s request, provide to AT&T a logical network diagram detailing the Information Resources (including, but not limited to, firewalls, servers, etc.) that will support AT&T. 


 

	17.	Have a process and controls in place to detect and handle unauthorized attempts to access AT&T data. 

  

	18.	Utilize strong encryption technologies (minimum 256-bit encryption) for the transfer of AT&T Information outside AT&T-controlled facilities and network. This also applies to electronically transmitted email
communications containing proprietary AT&T data or Information. 

  

	19.	Utilize strong authentication (e.g., two factor token or digital certificates) for remote access. 


Information Security 
  

	20.	Not co-locate AT&T’s application/data on the same physical servers with other customers’ or Supplier’s own application/data unless approved in advance in writing by AT&T. If physical separation
does not exist, documented controls must be in place and approved by AT&T to ensure separation of data and security of Information between customer, Supplier, and AT&T applications. 


 

	21.	Have a procedure approved in advance in writing by AT&T for the backup, secure transport and storage of AT&T Information. 

  

	22.	Maintain and furnish to AT&T a business continuity plan that ensures that Supplier can meet its contractual obligations under the Agreement, including the requirements of any applicable Statement of Work or Service
Level Agreement. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 11 









 Agreement Number 02026713.S.234 

 


	23.	Store sensitive AT&T data elements utilizing strong encryption technologies (minimum 256-bit encryption). Sensitive data elements include, but are not limited to, the following: social security number, national-,
state- or province-issued identification number, drivers license number, date of birth, bank account number, credit card number and expiration date, and other credit related information, PINs, passwords, passcodes, password hint answers, Protected
Health Information as defined by HIPAA, biometric data, digitized signature, and background check details. 

  

	24.	Limit access to AT&T Information, including paper hard copies, only to persons or systems authorized by AT&T under written agreement. 


 

	25.	Be compliant with any applicable government- and industry-mandated information security requirements including, but not limited to, the Payment Card Industry- Data Security Standards (PCI) and HIPAA. 


 

	26.	Retain records according to and in compliance with any applicable federal, state, local and foreign laws, ordinances, regulations and/or codes, and as otherwise directed by AT&T, for a period of no less than [**],
or longer as may be set forth herein or as may be required pursuant to a court order or civil or regulatory proceeding. 

  

	27.	Return all AT&T Information, including electronic and hard copies within [**] days after the sooner of: (a) expiration, Cancellation or Termination of the Agreement; (b) AT&T’s request for the
return of Information; or (c) when Supplier (or its suppliers or representatives) no longer needs the Information. In the event that AT&T approves destruction as an alternative to returning the Information, then Supplier shall certify the
destruction (e.g., degaussing, overwriting, performing a secure erase, performing a chip erase, shredding, cutting, punching holes, breaking, etc.) in a manner approved in advance in writing by AT&T. 


 

	28.	Unless otherwise instructed by AT&T, when collecting, generating or creating Information for, through or on behalf of AT&T or the AT&T brand, Supplier shall utilize the following AT&T proprietary
marking: 

 “AT&T Proprietary Information (Internal Use Only) 

Not for use or disclosure outside the AT&T companies 

except under written agreement” 

Identification and Authentication 
  

	29.	Assign unique UserIDs to individual users. 

  

	30.	Have and utilize a documented UserID Lifecycle Management process including procedures for approved account creation, timely account removal, and account modification (e.g., changes to privileges, span of access,
functions/roles) for all applications and across all environments (production, test, development, etc.). 

  

	31.	Enforce the rule of least privilege (i.e., limiting access to only the commands and Information necessary to perform authorized functions according to one’s job function). 


 

	32.	Limit failed login attempts to no more than [**] successive attempts and lock the user account upon reaching that limit. Access to the user account can subsequently be reactivated through a manual process requiring
verification of the user’s identity or, where such capability exists, can be automatically reactivated after [**] from the last failed login attempt. 

  

	33.	Terminate interactive sessions that have been inactive for a designated period of time, not to [**] 

  

	34.	Require password expiration at regular intervals not to exceed [**] days unless approved in advance and in writing by AT&T. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 12 









 Agreement Number 02026713.S.234 

 


	35.	Use an AT&T-approved authentication method based on sensitivity of Information. When passwords are used, they must meet these requirements: 


 

	 	•	 	Passwords must be a minimum of [**] characters in length. 

  

	 	•	 	Passwords must contain characters from at least [**] of these groupings: alpha, numeric, and special characters. 

  

	 	•	 	Password construction must be complex and not contain names, dictionary words, combinations of words, or words with substitutions of numbers for letters, e.g., s3cur1ty. 


 

	 	•	 	Passwords must not contain repeating or sequential characters or numbers. 

  

	 	•	 	Passwords must not contain sequences of three (3) or more characters from the USERID or system name. 

  

	 	•	 	The new password must not contain sequences of three (3) or more characters from any of the previous four (4) passwords. 

  

	 	•	 	Passwords must not contain a sequence of two (2) or more characters more than once, e.g., a12x12. 


Note: (Applications housing Restricted Proprietary Information may require an authentication mechanism stronger than passwords and the
authentication mechanism must be approved by AT&T in advance in writing. Examples of stronger authentication methods include tokens, digital certificates, passphrase, and biometrics.) 

 

	36.	Use a secure method for the conveyance of authentication credentials (e.g., passwords) and authentication mechanisms (e.g., tokens or smart cards). 


Warning Banner 
  

	37.	Display a warning or “no-trespassing” banner on applicable login screens or pages when in Supplier’s environment and not an AT&T Branded product or service. 


(example long version): 

This is an <company name> system, restricted to authorized individuals. This system is subject to monitoring. Unauthorized users, access,
and/or modification will be prosecuted. 
 (example short version): 

<company name> authorized use ONLY, subject to monitoring. All other use prohibited. 

For AT&T Branded products or services or for software developed for AT&T, the Supplier shall display a warning banner on login screens
or pages as provided by AT&T. 
 Software and Data Integrity 

 

	38.	Scan for and promptly remove viruses. 

  

	39.	Separate non-production systems and data from production systems and data. 

  

	40.	Have a documented software change control process including back out procedures. 

  

	41.	Have database transaction logging features enabled and retain database transaction logs for a minimum of [**]. 

  

	42.	Regarding software developed, used or furnished and/or supported under this Agreement, review code for which Supplier has or is permitted access to find and remediate security vulnerabilities. 


 

	43.	Perform quality assurance testing for the application functionality and security components (e.g., testing of authentication, authorization, and accounting functions, as well as any other activity designed to validate
the security architecture). 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Privacy Issues 

 

	44.	NOT publicly disclose, sell, rent, lend, trade or lease any AT&T Information (including Information obtained on AT&T’s behalf). 


 

	45.	Restrict access to any Personally Identifiable Information to authorized individuals. 


Monitoring and Auditing Controls 
  

	46.	Restrict access to security logs to authorized individuals. 

  

	47.	Regularly review security logs for anomalies and document and resolve all logged security problems in a timely manner. 

  

	48.	Keep security logs for a minimum of [**]. 

  

	49.	Provide, and hereby provides, to AT&T audit rights to verify Supplier’s compliance with its contractual obligations in connection with these AT&T Supplier Information Security Requirements. Upon
AT&T’s request for audit, Supplier shall schedule an audit to commence within [**] days from such request. In the event that AT&T, in its sole discretion, deems that a security breach has occurred, Supplier shall schedule the audit
to commence within [**] requiring an audit. This provision shall not be deemed to, and shall not, limit any more stringent audit obligations permitting the examination of Supplier’s records contained in this Agreement. 


 

	50.	Provide AT&T, [**] days from the publication of the audit report identifying any noncompliance with the contractual security requirements, a written report of completed or proposed corrective actions and
implementation timeframes, unless otherwise stipulated herein, as soon as possible, but [**] days, addressing each noncompliance found within the audit. Supplier shall provide periodic, [**], updates to AT&T on the implementation of the
corrective action plan in order to track the work to completion. 

 Reporting Violations 

 

	51.	Have and utilize a documented procedure to follow when an unauthorized intrusion or other security violation, including, but not limited to, a physical security or computer security incident (e.g., hacker or attempted
hacker activity or the introduction or attempted introduction of a virus or malicious code), is suspected which includes immediate notification to the AT&T Computer Security Incident Response Team (ACSIRT). 


ACSIRT 24 hour contact information: 

[**] 
  

	52.	In addition to providing AT&T with immediate notice of any security incident, provide AT&T with regular status updates including but not limited to actions taken to resolve such incident at [**] for the duration
of the incident, and, [**] of the closure of the incident, a written report describing the incident, actions taken by the Supplier during its response and the Supplier’s plans for future actions to prevent a similar incident from occurring in
the future. 

 Software Development and Implementation 

 

	53.	Ensure, prior to furnishing or development of software, that such software incorporates applicable AT&T security requirements. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Interconnectivity 

 

	54.	Use only the AT&T Chief Security Office (CSO) approved facilities and connection methodologies to interconnect AT&T’s data facilities with Supplier’s data facilities and to provide access to the data
for each connection. 

  

	55.	NOT establish interconnection to endpoint resources other than in the United States. Interconnections to endpoint resources other than in the United States require the express prior written consent of AT&T.


  

	56.	Permit limited access to Information Resources and the transmission of Information only to those individuals necessary to carry out the intent and purpose of the Agreement. 


 

	57.	Maintain logs of user sessions (including application to application sessions) involving access to AT&T. These logs must include: login identification, user request records, system configuration, and timestamps
and/or duration of access. These logs must be retained for [**]. 

  

	58.	Provide AT&T access to any Supplier facilities during normal business hours for the maintenance and support of any AT&T equipment (e.g., router) used for the transmission of Information under this Agreement.


  

	59.	Use any AT&T equipment provided under this Agreement only for the furnishing of those services explicitly defined in this Agreement. 


 

	60.	Consent and hereby consents to AT&T’s gathering of information relating to Supplier’s access to AT&T networks, processing systems and applications. This information may be collected, retained and
analyzed by AT&T to identify potential security risks without further notice. This information may include trace files, statistics, network addresses, and the actual data or screens accessed or transferred. 


 

	61.	Ensure that all Supplier interconnections to AT&T pass through the designated AT&T perimeter security gateway (e.g., firewall). 


 

	62.	Ensure that Supplier interconnections to AT&T must terminate at a perimeter security gateway (e.g., firewall) at the Supplier end of the connection. 


 

	63.	Consent and hereby provides advance consent to AT&T’s immediately suspending or terminating any interconnection if AT&T, in its sole discretion, believes there has been a breach of security or unauthorized
access to or misuse of AT&T data facilities or Information. Notwithstanding the foregoing, AT&T does not require Supplier’s consent to terminate in whole or in part any connection if AT&T believes, in its sole discretion, that
disconnection is warranted. 

 Security Policies and Procedures 

 

	64.	Ensure that all personnel, subcontractors or representatives performing work on any AT&T resources or the resources used to interconnect to AT&T resources or the resources used to house AT&T or AT&T
Branded Information under this Agreement are in compliance with these Information Security Requirements. 

  

	65.	Notify AT&T of any policy changes that could impact the security controls put in place to secure AT&T’s data. 

  

	66.	Periodically review these Information Security Requirements to ensure that Supplier is in compliance with the requirements. 

  

	67.	Return all AT&T owned or provided access devices (including SecurID tokens, information storage devices, software, and/or computer equipment) as soon as practicable, but in no event more than [**] after the sooner
of: (a) expiration, Cancellation or Termination of the Agreement; (b) AT&T’s request for the return of such property; or (c) when Supplier (or its suppliers or representatives) no longer needs such property.



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.S.234 

 

 Appendix 9 

Satisfaction Surveys 
 This is
Appendix 9 of the Agreement. Capitalized terms not defined in this Appendix have the meaning given in the Agreement. Any capitalized term not defined has its generally understood meaning in the context in which it is used in the IT
industry for the provision of Services. 
 At AT&T’s request, Amdocs will identify and submit to AT&T for its approval the identity of an
independent third party to conduct baseline End User satisfaction surveys of the Services. Amdocs will be responsible for all costs associated with the surveys. Thereafter, Amdocs shall engage independent third parties approved in advance by
AT&T to conduct satisfaction surveys annually or, if requested by AT&T, more frequently if previous survey results are deemed less than acceptable by the Governance team set forth in Appendix 10. 

AT&T may also conduct internal surveys of End User satisfaction with Amdocs’ performance in connection with and as part of broader End User
satisfaction surveys periodically conducted by AT&T or such other party as AT&T may select. At AT&T’s request, Amdocs shall cooperate and assist AT&T with the formulation of the survey questions, protocols and procedures and the
execution and review of such surveys. 
 Survey Construction 

Surveys will be developed to measure AT&T Personnel satisfaction with 1) Services, 2) End User Support and 3) Governance. 

The surveys will be designed in compliance with provisions outlined in this document and distributed to selected AT&T personnel (as identified by
AT&T) for the purpose of evaluating Amdocs performance to key satisfaction indicators. 
 Survey Objectives 

The baseline surveys will be designed by AT&T, Amdocs and any retained third party using other AT&T and Amdocs surveys as a starting point. 

As part of the baseline survey development process, the Governance team will 
  

	 	•	 	provide information on the specific services to be evaluated (related to key drivers of management and user satisfaction); 

  

	 	•	 	identify target groups with the most meaningful insight into the level of satisfaction; and 

  

	 	•	 	use initial results to set baselines and parameters to indicate the desired amount of ongoing improvement. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 The surveys will be designed with interchangeable evaluation criteria components that can be used (as
appropriate) across all survey types. The following table indicates survey components and applicability. 
  

							
	 Survey Criteria Components
	 	 Services
	 	 End User
Support
	 	 Governance

	Culture / Work Environment	 		 		 	—
	Impact of New Implementations	 	—	 	—	 	—
	Impact on Respondents Work	 	—	 	—	 	—
	Problem Solving Process	 	—	 	—	 	—
	Professionalism	 	—	 	—	 	—
	Relationship Management	 		 		 	—
	Support Availability	 	—	 	—	 	—
	Support Expertise	 	—	 	—	 	—
	Support Responsiveness	 	—	 	—	 	—
	System Functionality	 	—	 	—	 	—
	System Performance	 	—	 	—	 	—
	System Quality	 	—	 	—	 	—

 Surveys will be repeated on a regularly scheduled basis to provide year-over-year or period-over-period result comparisons.
The Governance team will be responsible for on-going review and approval of Amdocs’ improvement action plans (associated with survey results) as well as associated progress against those plans. Results, improvement action plans, issue progress
and resolution will be shared with respondents. 
 Structure and Logistics 

This section provides guidelines on how the survey should be structured, administered and analyzed. 

 

	 	•	 	Each survey should contain at least one question to evaluate whether the prospective respondent is familiar with Amdocs and the Amdocs’ Services to weed out irrelevant responses. 


 

	 	•	 	Survey questions will evaluate efficiency and effectiveness of Amdocs’ Services. 

  

	 	•	 	A survey should take no more than [**] minutes to complete. 

  

	 	•	 	Each survey question will cover four evaluation points for the Service: 

  

	 	•	 	Screened  

  

	 	•	 	Question to identify relevant respondent. 

  

	 	•	 	Example: Is online availability important to you? Yes or No 

  

	 	•	 	Weighted  

  

	 	•	 	Questions to identify how important or relevant service is to respondent. 

  

	 	•	 	Example: How important is this functionality? 1-7 response 

  

	 	•	 	Rated  

  

	 	•	 	Questions to determine core effectiveness of the Amdocs’ Service. 

  

	 	•	 	Example: How satisfied are you with online availability? 1-7 response 

  

	 	•	 	Justified  

  

	 	•	 	Open-ended questions to provide opportunity for feedback/comments. 

  

	 	•	 	Example: What improvement would increase your satisfaction with online availability? Free-form comment section 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	 	•	 	With respect to each Survey Criteria Component, respondents will be asked to rate 

  

	 	•	 	the relative importance 

  

	 	•	 	respondent’s satisfaction 

  

	 	•	 	recommendations for improvement 

  

	 	•	 	Demographics are required to review responses for trends based on location, organization, etc. 

  

	 	•	 	Prior to administering the pending survey, the purpose of and process for the survey will need to be well communicated to the client community. 


 

	 	•	 	Random sample size will be targeted to provide a [**]% confidence level. 

  

	 	•	 	Resulting data must be validated and normalized. 

  

	 	•	 	Result analysis will reflect overall satisfaction issues ranked by priority and evaluated for diverging needs. 

  

	 	•	 	The composite score of each response will combine the importance to and satisfaction of the respondent across each criteria point. 


Target Groups 
 The purpose of the Services and End
User Support surveys is to provide focused, anonymous feedback to Amdocs and the Governance team related to Amdocs’ Services. These surveys will be administered to a random sample of End Users. 

The purpose of the Governance survey is to gather feedback on the Amdocs/AT&T relationship, in addition to the same performance information solicited from
End Users. The Governance survey will be completed by all AT&T members of the Governance team, and by targeted AT&T IT employees. 
 AT&T will
be responsible for identifying survey recipient candidates for all surveys. 
 Action Plans 

Amdocs will 
  

	 	•	 	analyze and report on the root cause of AT&T management or End User dissatisfaction 

  

	 	•	 	develop an action plan to address and improve the level of satisfaction 

  

	 	•	 	present such plan to AT&T Governance for its review, comment and approval 

  

	 	•	 	take action in accordance with the approved plan and as necessary to improve the level of satisfaction. 


AT&T and Amdocs will establish a schedule for completion of a Root Cause Analysis and the preparation and approval of the action plan which shall be
reasonable and consistent with the severity and materiality of the problem, [**] from the date such survey results are finalized and reported. 

Amdocs’ action plan developed hereunder shall specify the specific measures to be taken by Amdocs and the dates by which each such action shall be
completed. Following implementation of such action plan, follow-up surveys will be conducted with the affected AT&T users and management to confirm that the cause of any dissatisfaction has been addressed and that the level of satisfaction has
improved. They will also need to be presented to the Governance team to obtain their sign-off prior to enactment. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.S.234 

 

 Core Customer Satisfaction Survey Questions 

The following questions should be incorporated into satisfaction surveys, as appropriate: 

Quality 
 1. How would you rate the overall quality of the
Supplier’s work products? 
 Timeliness 
 2. How
would you rate the Supplier’s overall timeliness of product delivery? (adherence to agreed upon due dates)? 
 Responsiveness 

3. How would you rate the Supplier’s overall responsiveness to questions, issues, and problem resolution? 

Supplier Skills 
 4. How would you rate the overall
technical competence of Supplier’s personnel? 
 Change Management 

5. How would you rate the Supplier on communicating effectively and following applicable guidelines when managing system changes? 

Overall Satisfaction 
 6. Considering every thing about
the Supplier’s products and their customer service, how would you rate their performance overall? 
 Future Orientation and Innovation (optional
question) 
 7. How would you rate the Supplier on developing service offerings that help AT&T be an industry leader? 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.S.234 

 

 Appendix 10 

Governance Model 
  

 
 Table of Contents 

 
  
  

					
	 1.0 General Information
	  	 	21	  
	 1.1 Introduction
	  	 	21	  
	 1.2 Governance Functions
	  	 	21	  
	 2.0 Committee Structure
	  	 	22	  
	 2.1 Introduction
	  	 	22	  
	 2.2 Executive Committee
	  	 	22	  
	 2.3 Steering Committee
	  	 	23	  
	 2.4 Functional Committee
	  	 	23	  
	 3.0 Service Performance Review
	  	 	24	  
	 4.0 Transition
	  	 	25	  
	 4.1 Transitional Process
	  	 	25	  
	 4.2 Functional Committee Metrics & Reporting Template
	  	 	26	  
	 4.3 Sample Functional Committee Action Register
	  	 	26	  
	 APPENDIX 1
	  			
	 Committee Members
	  	 	27	  


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	1.0	General Information 

  

	1.1	Introduction 

 The mission of this Governance Model is to ensure the seamless delivery of quality
information technology services, to protect the contracting parties’ interests and to mitigate risk to AT&T’s business as it pertains to Amdocs’ delivery of the Services. 

The Governance Process is a disciplined approach for AT&T and its suppliers to resolve issues and efficiently manage the AT&T/Amdocs relationship
within functional teams, who report out to a Steering Committee and an Executive Committee. 
 The Governance Model will consist of two (2) components:
Contract Management Office and Service Management Office. The AT&T Contract and Service Management Offices provide an integration point for delivery of Services provided to AT&T. The Contract Management Office (CMO) and Service Management
Office (SMO) ensure that Services provided align with AT&T expectations and comply with all executed agreement terms and conditions. 
 AT&T and
Amdocs will jointly participate in all committees to provide governance, utilizing the model described herein, for Amdocs service delivery to AT&T business and to mitigate associated risks. 

The CMO manages the contract by providing the governing structures and processes that define the relationship between AT&T and other entities
participating in the Service delivery model. The CMO ensures contractual compliance, approves contract changes, manages transition and contract deliverables, and validates Supplier contract performance. 

The SMO manages the day-to-day operational delivery of Services of the Supplier. The SMO resolves operational issues, manages the prioritization and
authorization of projects, validates Suppliers service performance, supports Supplier employees and manages the invoice process. 
 No committee or office
shall have the ability to alter the terms of the agreement or any Order, which changes shall only be made in a writing executed by authorized representatives of each party. 
  

	1.2	Governance Model Functions & Responsibilities 

 The CMO will contain the following roles
and responsibilities: 
 CMO Executive – Responsible and Accountable for the Supplier’s compliance with the Agreement and the Supplier
relationship associated with the Agreement consisting of contract compliance, contract administration, Supplier management, policy administration, benchmarking, Supplier governance processes, and Supplier related financial management. 

Responsibilities: 
  

	 	1.	Managing the relationship with Supplier 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	 	2.	Managing Service Levels, Balanced Scorecard and customer satisfaction compliance with Supplier Working with SMO Executive, Amdocs Project Executive and Amdocs Delivery Project Executive to monitor progress in meeting
the goals and objectives of the Agreement 

  

	 	3.	Serving as primary interface between AT&T and the Supplier for dispute resolution 

  

	 	4.	Ensuring Supplier compliance with contract requirements 

  

	 	5.	Overseeing competitive benchmarking of the Agreement and support for business case attainment and benefits realization 

  

	 	6.	Managing Supplier contract audits as required 

  

	 	7.	Participating in resolution of escalated issues in accordance with the governance escalation procedures 


Contractor Sponsorship - Responsible for handling operational administration of Supplier contractor on-boarding and access to appropriate service
activations, buildings and other resources requiring AT&T employee initiation and approval. 
 Responsibilities: 

 

	 	1.	Providing all contractor sponsorship activities for Supplier 

  

	 	2.	Coordinating establishment of necessary accounts, permissions and services during operational phases of contract. 

  

	 	3.	Coordinating completion of Supplier activities set forth in the Agreement, e.g., background checks, drug screenings 

  

	2.0	Committee Structure 

  

	2.1	Introduction 

 The following governance forums will provide the overall operating structure and guiding
principles by which AT&T and Amdocs will function: 
  

	 	•	 	Executive Committee 

  

	 	•	 	Steering Committee 

  

	 	•	 	Functional Committee 

 A standardized functional committee, steering committee, and executive committee
structure will eliminate redundant efforts and ensure the appropriate team member participation at all levels of the relationship. 
  

	2.2	Executive Committee 

 The Executive Committee meets [**] based on the needs of the relationship and the
performance of Amdocs. Senior Leadership Review will be presented by the Steering Committee. 
 Responsibilities: 

 

	 	•	 	Reviews SLAs, KPIs, and prioritized action register as presented by the Steering Committee 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	 	•	 	Reviews the overall performance of Amdocs relationship. 

  

	 	•	 	Reviews the SLAs, KPIs, and their targets 

  

	 	•	 	Reviews significant improvement opportunities requiring their advisement and/or assistance. 

  

	 	•	 	Assists the Steering Committee when needed 

 Members of the Executive Committee include the
following from AT&T and Amdocs: 
  

	 	•	 	AT&T CMO Executive(s) 

  

	 	•	 	AT&T SMO Executive(s) 

  

	 	•	 	Amdocs Customer Business Executive(s) 

  

	2.3	Steering Committee 

 The Steering Committee meets [**] based on the needs of the relationship and
performance of Amdocs. The Steering Committee reviews overall SLAs and KPIs, reviews subcommittee action registers, and prioritizes efforts with conflicting resources. 

Responsibilities: 
  

	 	•	 	Reviews the overall performance of the Amdocs relationship 

  

	 	•	 	Reviews key service indicators and prioritized action register as presented by the Functional Committee 

  

	 	•	 	Manages critical or escalated action register items 

  

	 	•	 	Reports on SLAs, KPIs, prioritized action register items and presents data to the Executive Committee 

  

	 	•	 	Assists the Functional Committee as needed 

 Members of the Steering Committee include the following from
AT&T and Amdocs: 
  

	 	•	 	AT&T CMO Service Level Manager 

  

	 	•	 	AT&T SMO Service Level Manager 

  

	 	•	 	AT&T CMO Finance Manager 

  

	 	•	 	AT&T SMO Finance Manager 

  

	 	•	 	AT&T SMO Data Manager 

  

	 	•	 	Amdocs Service Level Manager(s) 

  

	 	•	 	Amdocs Finance Director(s) 

  

	 	•	 	Amdocs Project Manager(s) 

  

	2.4	Functional Committee 

 The Functional Committee will meet on a schedule based on the needs of the
relationship and performance of Amdocs. The Functional Committee owns and manages the SLAs and KPIs, targets and reports along with identifying, prioritizing and escalating action items. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 The Functional Committee could include but is not limited to: 

 

	 	•	 	Development Leads 

  

	 	•	 	Test Leads 

  

	 	•	 	Production Support Leads 

  

	 	•	 	PMO Management 

  

	 	•	 	URD 

  

	 	•	 	Architectural Support 

  

	 	•	 	IT Sourcing 

  

	 	•	 	Global Strategic Sourcing 

 Responsibilities: 

 

	 	•	 	Chaired by a PMO Team Lead 

  

	 	•	 	Own the SLAs, KPIs, and their targets 

  

	 	•	 	Maintain one prioritized action register 

  

	 	•	 	Report on SLAs and KPIs, prioritized action register items, and present data to the Steering Committee 


Members of the Functional Committee include the following from AT&T and Amdocs: 
  

	 	•	 	AT&T CMO Service Level Lead 

  

	 	•	 	AT&T SMO Service Level Lead 

  

	 	•	 	AT&T CMO Finance Lead 

  

	 	•	 	AT&T SMO Finance Lead 

  

	 	•	 	AT&T SMO Data Lead 

  

	 	•	 	Amdocs Service Level Lead(s) 

  

	 	•	 	Amdocs Finance Managers(s) 

  

	 	•	 	Amdocs Group Lead(s) 

  

	3.0	Service Performance Review 

 Supplier will conduct [**] service performance review sessions. Attendees
will include key contacts from AT&T and Supplier. During this review Supplier will present the following information: 
  

	 	•	 	[**] Service Level Agreement (SLA) performance statistics 

  

	 	•	 	Year-to-date SLA performance 

  

	 	•	 	Historical trending of the SLA metrics and benchmarks 

  

	 	•	 	Performance and process improvement plans 

  

	 	•	 	Status of project improvement plans from previous [**] 

  

	 	•	 	Status on strategic projects and programs (planned, just completed, or in progress) 

  

	 	•	 	Current challenges to service delivery 

  

	 	•	 	Recommendations for the next [**] 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	 	•	 	Status of business and technical strategic initiatives 

  

	 	•	 	Balanced Scorecard results as applicable 

  

	 	•	 	[**] financial results 

  

	 	•	 	Issue escalations 

  

	 	•	 	Proposed changes to the agreement, as required 

 Reporting 

Supplier will provide service reports via an online delivery mechanism that is approved by AT&T. This mechanism will serve as the cornerstone of
reporting, feedback, and action. The reports will blend input from the Supplier, direct feedback from AT&T through client surveys and automated measurements to create a management-level view of the Supplier’s performance. 

General Service Conditions 
 Report shall be inclusive of
all SLAs and KPIs for which the Supplier is responsible, as defined in addendum A. 
  

	4.0	TRANSITION 

  

	4.1	Transition Process 

 The Functional Committee will be responsible for: 

 

	 	•	 	Identifying committee members for the Functional team 

  

	 	•	 	Key Measures 

  

	 	•	 	Identifying the most important Key Measures and their Targets. 

  

	 	•	 	Operational Definitions 

  

	 	•	 	Writing definitions for each Key Measure with an explanation of each measure 

  

	 	•	 	Identifying the data source. If there is not a current data source, identify how the data will be obtained. 

  

	 	•	 	Action Register, Meetings and Reports 

  

	 	•	 	Setting Functional Team meeting dates 

  

	 	•	 	Identifying all Action Registers, Meetings and Reports currently used 

  

	 	•	 	Reducing, combining or eliminating current meetings, action registers and reports as needed. Tracking these efforts in a Summary of actions taken that can be provided to the Steering Committee. 


 

	 	•	 	Implementing the Standardized Action Register 

  

	 	•	 	Reporting Action Register progression to Steering Committee 

  

	 	•	 	Implementing any Action Items for the specific Organizations that represent the Functional Committee 


  
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Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 25 









 Agreement Number 02026713.S.234 

 


	4.2	Functional Committee Metrics and Reporting Template 

 Each Functional Committee is responsible for
certain Key Measurements. The agreed upon Key Measurements are shown in the table below. It will be the responsibility of the Functional Committees as a whole to establish a standardized, integrated means of reporting that will be provided to the
Steering Committee. 
  

	4.3	Sample Functional Committee Action Register 

 Each Functional Committee is responsible for maintaining
one action register that will include all action items and product platforms associated with a particular supplier. The Functional Committee action registers will be combined into ONE action register which will contain High and Medium issues which
will be escalated to the Steering Committee. Functional committees should use the action item format as shown below. 
  

																					
	 Issue
	  	 Issue ID
	  	 Priority
	  	 Status
	  	 Functional
Committee
	  	 AT&T
Owner
	  	 Amdocs
Owner
	  	 Open
Date
	  	 Target
Date
	  	 Closed
Date
	  	 RYG
Date

	This is to be clear and concise, define who has the problem, indicate where the problem is occurring, explain how the issue affects performance, and explain to what extent time and /or threat a factor?	  	Each functional committee will have their own ID.	  	High,
Medium,
or
Low	  		  		  		  		  		  		  		  	


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.S.234 

 

 ADDENDUM 1 - SAMPLE TEMPLATE 

 

															
	 Executive Committee

		
	 AT&T
	  	 Amdocs

								
	 Name*
	  	 Title
	  	 Telephone
	  	 E-Mail
	  	 Name
	  	 Title
	  	 Telephone
	  	 E-Mail

								
	Each area will provide a participant in committee	  		  		  	-	  	Each area will provide a participant in committee	  		  		  	-
		  		  		  	-	  		  		  		  	-
		  		  		  	-	  		  		  		  	-
	
	 Steering Committee

		
	 AT&T
	  	 Amdocs

								
	 Name*
	  	 Title
	  	 Telephone
	  	 E-Mail
	  	 Name
	  	 Title
	  	 Telephone
	  	 E-Mail

								
	Each area will provide a participant in committee	  		  		  	-	  	Each area will provide a participant in committee	  		  		  	-
		  		  		  	-	  		  		  		  	-
		  		  		  	-	  		  		  		  	-
	
	 Functional Committee

		
	 AT&T
	  	 Amdocs

								
	 Name*
	  	 Title
	  	 Telephone
	  	 E-Mail
	  	 Name
	  	 Title
	  	 Telephone
	  	 E-Mail

								
	Each area will provide a participant in committee	  		  		  	-	  	Each area will provide a participant in committee	  		  		  	-
		  		  		  	-	  		  		  		  	-
		  		  		  	-	  		  		  		  	-


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 27 








 Agreement Number 02026713.A.009 

Amendment 

No. 02026713.A.009 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
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 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 









 Agreement Number 02026713.A.009 

 

 AMENDMENT NO. 9 

AGREEMENT NO. 02026713 
 This Amendment
No. 9, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and AT&T
Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008 and as further amended by Amendment No. 8 effective February 4, 2009 (collectively, the “Agreement”); and

 WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003 pursuant to which AT&T
has the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, the Agreement expired by its terms on March 15, 2009 (the
“Prior Expiration Date”); and 
 WHEREAS, after such Prior Expiration Date, the Parties continued to perform under the Agreement as if it
had not expired, and with the intention of extending its term; and 
 WHEREAS, AT&T and Supplier now desire to revive the Agreement; to extend
its term; to formalize the validity and continuation of the Agreement since its Effective Date of August 7, 2003; to amend Appendix 1.2(2) IT Professional Service Price(s), to replace 3.19 MBE/WBE/DVBE (and Exhibits), to replace Appendix
1.2(4), Reimbursable Expenses and to add Appendix 11, Service Level Agreement Process and Measurement; 
 NOW, THEREFORE, in consideration of the
premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as follows: 
  

	1.	The Agreement is revived; the term is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. The Parties further ratify all actions
taken under the Agreement between the Prior Expiration Date and the date when this Amendment is effective. 


  
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their third party representatives, except under written agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.009 

 


	2.	For purposes of extending the term of this Agreement, Section 3.32. “Term of Agreement”, is deleted in its entirety and replaced with the following: 


Section 3.32. Term of Agreement: 

This Agreement, with an Effective Date of August 7, 2003, shall remain in effect for a term ending on June 30, 2009, unless earlier
Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
  

	3.	Section 3.19 MBE/WBE/DVBE of ARTICLE III GENERAL TERMS is deleted and replaced as follows: 

  

	 	3.19	MBE/WBE/DVBE (and Exhibits) 

  

	 	A.	AT&T seeks to give minority-, women- and Disabled Veteran-owned businesses the maximum opportunity to participate in the performance of its contracts; current goals are MBE-15%, WBE-5%, and DVBE-1.5%. Within twelve
(12) months of the Execution Date of this Agreement, and for each year thereafter, Amdocs commits to making good faith efforts to achieve goals for the participation of MBE/WBE and DVBE firms (as defined in section 3.20 below entitled
“MBE/WBE/DVBE Termination”). Amdocs will make good faith efforts to meet or exceed the target of twelve percent (12%) for 2009. Targets for 2010 and thereafter will be agreed to prior to the commencement of the applicable calendar
year. 

 For the avoidance of doubt, these goals apply to all annual expenditures by any AT&T entity with Amdocs. This
includes all expenditures under all existing agreements between AT&T and Amdocs. Amdocs agrees to meet in good faith to evaluate with AT&T on annual basis whether Amdocs can increase participation over the life of the Agreement. 

 

	 	B.	Attached hereto and incorporated herein as Exhibit A is Supplier’s completed Participation Plan outlining its MBE/WBE/DVBE goals and specific and detailed plans to achieve those goals. Supplier will submit an
updated Participation Plan annually by the first week in January. Supplier will submit MBE/WBE/DVBE Results Reports quarterly by the end of the first week following the close of each quarter, using the form attached hereto and incorporated herein as
Exhibit B. Participation Plans and Results Reports will be submitted to the Prime Supplier Program Manager. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713.A.009 

 


	4.	Section 5.11 Service Level Agreement Process and Measurement of ARTICLE V – SPECIAL SOFTWARE TERMS is hereby deleted and replaced as follows: 


 

	 	5.11	Service Level Agreement Process and Measurements 

 Service Level Agreement Process and
Measurements shall apply to Work Orders with Service Level Agreements (SLA) and Key Performance Indicators (KPI) as set forth in the attached Appendix 11. 
  

	5.	Appendix 1.2(2) IT Professional Service Price(s) is amended to include the following: 


The fixed price for software development work [**] 
  

	6.	Appendix 1.2(4) Reimbursable Expenses: 

 Appendix 1.2(4), Reimbursable Expenses,
attached to the Agreement, is deleted in its entirety, and replaced with the revised Appendix 1.2(4) Vendor Expense Policy, attached herewith. 
 The terms
and conditions of Agreement No. 02026713 in all other respects remain unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the
Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date
the last Party signs. 

 



			
	Amdocs, Inc.
		
	By:	  	 /s/ Thomas C. Drury



			
		
	Printed Name:	  	 Thomas C. Drury



			
		
	Title:	  	 President

		
	Date:	  	 3-28-09

		  	

 


			
	AT&T Services, Inc.
		
	By:	  	 /s/ A. David Garger



			
		
	Printed Name:	  	A. David Garger


			
		
	Title:	  	Director - GSS- Mass Markets Software and Services
		
	Date:	  	 3/27/2009

		  	

 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 

 Appendix 1.2(4) 

AT&T Vendor Expense Policy 

AT&T Inc. and Participating Companies 

(Updated 2/1/09) 
 1.0 General 

The AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in requesting reimbursement for business travel, meals
and other business related expense. Expenses outside this policy are not reimbursable. 
 The following principles apply to requests for expense
reimbursement: 
 When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”) receives proper value in
return. 
 The concept that a vendor and their employees are ‘entitled’ to certain types or amounts of expenditures while conducting business with
the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were incurred. The use of averages for any type expenditure or combination of expenditures is not permitted except as specifically provided
or documented in a contract. 
 Every vendor and AT&T employee who certifies or approves the correctness of any voucher or bill should have reasonable
knowledge the expense and amounts are proper and reasonable. In the absence of the adoption of such policy, or existing contractual agreements, these guidelines are considered the minimum requirements for requesting reimbursement of Company funds.

 Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an AT&T Company. 

Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations for Affiliates of AT&T Communications, Inc. for
appropriate supplier invoice authorization approval levels. 
 Receipts will be requested and reviewed for any unusual or out of the ordinary expenses or
where the approver cannot make a reasonable determination of the propriety of the invoice without a receipt. 
 The origination of a given expenditure for
business purposes is the responsibility of the vendor incurring the expense and the authorization of that expense is the responsibility of the appropriate level of AT&T management in accordance with the Schedule of Authorizations for Affiliates
of AT&T Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 

 1.1 Non-Reimbursable Expenses 

The following is a list, although not all inclusive, of expenses considered not reimbursable: 

 

	 	•	 	Airline club membership fees, dues, or upgrade coupon 

  

	 	•	 	Barber/Hairstylist/Beautician Expenses 

  

	 	•	 	Birthday cakes, lunches, balloons, and other personal celebration/recognition costs 

  

	 	•	 	Break-room supplies for the supplier, such as coffee, creamer, paper products, soft drinks, snack food 

  

	 	•	 	Car rental additional fees associated with high speed toll access programs and GPS devices 

  

	 	•	 	Car Washes 

  

	 	•	 	Clothing, personal care items, and toiletries 

  

	 	•	 	Credit card fees 

  

	 	•	 	Entertainment expenses 

  

	 	•	 	Expenses associated with spouses or other travel companions 

  

	 	•	 	Expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel 

  

	 	•	 	Flowers, cards and gifts 

  

	 	•	 	Health Club and Fitness facilities 

  

	 	•	 	Hotel pay-per-view movies, Video Games and/or mini bar items 

  

	 	•	 	Insurance for rental car and or flight 

  

	 	•	 	Internet access in hotels (added to 3.5) 

  

	 	•	 	Laundry (except when overnight travel is required for 7 or more consecutive nights) 

  

	 	•	 	Lost luggage 

  

	 	•	 	Magazines & newspapers 

  

	 	•	 	Meals not consistent with AT&T’s Global Employee Expense Policy and or meals not directly required for doing business on the AT&T account (e.g. suppliers cannot voucher lunch with each other simply to talk
about AT&T) 

  

	 	•	 	Medical supplies 

  

	 	•	 	Membership fees to exercise facilities or social/country clubs 

  

	 	•	 	Movies purchased while on an airplane 

  

	 	•	 	Office expenses of suppliers 

  

	 	•	 	PC, cell phone, and other supplier support expenses (unless specifically authorized in the agreement) 

  

	 	•	 	Personal entertainment 

  

	 	•	 	Phone usage on airline unless AT&T business emergency 

  

	 	•	 	Safe rentals during a hotel stay 

  

	 	•	 	Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). AT&T expects all suppliers to complete the terms of contracts in the shortest period practicable. Charges for
shortening the timeframe in which contracts are fulfilled are not permissible. 

  

	 	•	 	Tips for housekeeping and excessive tips, i.e., in excess of 15% to 18% of cost of meal or services, excluding tax 

  

	 	•	 	Tobacco Products 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 


	 	•	 	Traffic or Parking Fines 

  

	 	•	 	Travel purchased with prepaid air passes. 

  

	 	•	 	Upgrades on airline, hotel, or car rental fees 

  

	 	•	 	Water (bottled or dispensed by a supplier), (unless authorized for specific countries where it is recommended that bottled water is used) 


The failure to comply with the above mentioned restrictions will result in the Company refusing payment of charges or pursuing restitution from the vendor.

 2.0 Responsibilities 
 2.1
Vendor’s Responsibility 
 AT&T’s sponsoring managers will ensure that vendors have been covered on this policy prior to
incurring any expenditure. Vendors and their sponsoring AT&T managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses. 

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are
not submitted for reimbursement within [**] from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and approved in a
timely manner. 
 3.0 Travel Policy 

Vendors must first consider the feasibility of using videoconferencing or teleconferencing as an alternative to travel. Travel that is to be
reimbursed by AT&T should be incurred only as necessary and pre-approved by AT&T (unless otherwise authorized in the agreement). 

AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be
made to vendor only after expenses are verified as valid. 
 3.1 Travel Authorization 

Travel requiring overnight stays must be pre-approved by the sponsoring AT&T Senior Manager
(5th Level or above) and should be approved only if it is necessary for the vendor to travel to perform required work. 

3.2 Travel Reservations 

Vendors are expected to procure the most cost efficient travel arrangements, preferably equivalent to the AT&T discount rate. AT&T
does not reimburse for travel purchased with prepaid air passes. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 

 3.3 Travel Expense Reimbursement 

Vendor travel expenses incurred for company business are reimbursable only as specified in these guidelines. Travel expenses may include the
following: 
  

	 	•	 	Transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service) 

  

	 	•	 	Meals and lodging 

  

	 	•	 	Parking and tolls 

  

	 	•	 	Tips/porter service (if necessary and reasonable) 

  

	 	•	 	Vendors who stay with friends or relatives or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their
hospitality by buying groceries, being host at a restaurant, etc. 

 The expense must be ordinary and necessary, not lavish or
extravagant, in the judgment of the AT&T sponsoring management. Any reimbursement request must be for actual expenditures only. 

3.4 Air Travel Arrangements 

Vendors must select lowest logical airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain
lowest possible airfare). Vendors shall book coach class fares for all travel at all times. First class bookings are not reimbursable. Vendors can request business class when a single segment of flight time (“in air time” excluding
stops, layovers and ground time) is greater than 8 hours providing the relevant manager pre-approves. 
 3.5 Hotel Arrangements 

AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making hotel reservations in the United States
(see Addendum A). U.S. vendors traveling outside the U.S. should reference the GSA, Government Per Diem as a guide: http://aoprals.state.gov/web920/per_diem.asp. Non-US vendors may use these dollar per diems as a guide, but any locally
specified per diems will take precedence. Vendors are expected to abide by these guidelines when making hotel arrangements or use specified AT&T preferred hotels/maximum location rates or reasonably priced hotels outside of the U.S.. The
AT&T supplier manager can advise which hotel/max rate to use if there is a hotel in the location concerned. AT&T will only reimburse vendors up to the established room rate guideline/AT&T preferred hotel rate in each market, or for
actual hotel lodging charges incurred, whichever is less. 
 There must be a strong business justification for incurring any cost for
internet access, and a request for reimbursement must be accompanied by a detailed explanation regarding reason for charge. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 

 Note: Vendors must indicate the number of room nights on the transaction line
when invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges. 

3.6 Ground Transportation 

While away from their home location overnight, vendors are expected to utilize rapid transit or local shuttle service. If the hotel provides a
complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local transportation is reimbursable as a business expense. Tips provided to taxi drivers cannot exceed
15% of the value of the total fare 
 A rental car is appropriate when the anticipated business cost is less than that of other available
public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models. 

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable in the US. Prepaid fuel or
refueling charges at the time of return are not reimbursable. 
 Rental cars should be refueled before returning to the rental company,
since gas purchased through the rental company carries an expensive refueling service charge. 
 3.7 Use of Personal Vehicle 

When use of personal vehicle is required, the current locally approved mileage rate for miles driven for the business portion of the trip
should be the maximum used to determine the amount to be reimbursed. 
 3.8 Parking 

If airport parking is necessary, vendors must use long term parking facilities. Additional costs for short term, valet or covered parking are
not reimbursable. 
 3.9 Entertainment 

Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense involving AT&T personnel, golf fees, tickets to
events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie, etc.) are not reimbursable. 

3.10 Laundry and Cleaning 

Reasonable laundry charges during business trips of seven or more consecutive nights are reimbursable based on actual expenses
incurred. 
 3.11 Communications 
  

	 	•	 	The actual cost of landline telephone calls for AT&T business is reimbursable. The use of AT&T products is required when available. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 


	 	•	 	AT&T will not reimburse vendors for cell phone bills unless approved under the contract. With prior consent of the sponsoring AT&T Senior Manager, only individual calls that exceed a vendor’s rate
plan that are necessary to conduct business for AT&T may be reimbursed. 

  

	 	•	 	Charges for high speed internet access are not reimbursable unless specifically approved in the contract. 


3.12 Business Meals (Travel and Non-Travel) 

Vendors are expected to find reasonably priced dining alternatives. As a general rule, vendors are expected to spend [**] (or local currency
equivalent) inclusive of tax and gratuity or to abide by the legally specified per diem applicable in the Vendor’s country. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break
out the amount for meals and list the related number of travel days. If breakfast is offered as part of the hotel accommodation rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit expenses to cover meals or
expenses for an AT&T employee, whether in a home location or on official travel. 
 AT&T managers authorizing invoices will be held
accountable for ensuring that vendors are following this policy and are spending Company funds economically. 
 3.13 Flowers, Greeting
Cards, Gifts and Incentive Awards 
 The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal expense
and is not reimbursable. For example, vendors making a donation or providing a gift for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement. 

3.14 Loss or Damage to Personal Property 

The Company assumes no responsibility for loss or damage to a vendor’s personal property during business functions or hours. 

3.15 Publications 

Subscriptions to or purchases of magazines, newspapers and other publications are not reimbursable. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 10 









 Agreement Number 02026713.A.009 

 


			
	AT&T U.S. 2009 Hotel Room Rate Only Guidelines Addendum A	 	AT&T U.S. 2009 Hotel Room

 Rate Only Guidelines 

This Chart applies to the U.S. locations. For Travel outside of the U.S., travelers should exercise prudent judgment and select reasonably priced hotels,
based on local market conditions. Employees traveling outside the U.S. should reference the GSA, Government Per Diems as a guide http://aoprals.state.gov/web920/per_diem.asp. U.S. Cities not listed on this Hotel Room Rate Only
Guideline Matrix, default to $[**] nightly rate. On occasion an AT&T Preferred Property may exceed the rate guideline for a season (s) or particular city, but has been added due to demand within the market. However, if an alternate
Preferred Property within the guideline is offered it should be accepted when available. You may select the Preferred Property that is over the Guideline if it is the option that is available, selecting the appropriate reason code. 

 

																							
	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline

	Anchorage	 	AK	 	 [**]
	 	Boulder	 	CO	 	 [**]
	 	South Bend	 	IN	 	 [**]
	 	Rockville Center	 	NY	 	 [**]

	Fairbanks	 	AK	 	[**]	 	Colorado Springs	 	CO	 	[**]	 	Merriam	 	KS	 	[**]	 	Syracuse	 	NY	 	[**]
	Glennallen	 	AK	 	[**]	 	Denver	 	CO	 	[**]	 	Overland Park	 	KS	 	[**]	 	Vestal	 	NY	 	[**]
	Ketchikan	 	AK	 	[**]	 	Englewood	 	CO	 	[**]	 	Shawnee	 	KS	 	[**]	 	White Plains	 	NY	 	[**]
	Kodiak	 	AK	 	[**]	 	Greenwood Village	 	CO	 	[**]	 	Topeka	 	KS	 	[**]	 	Woodbury	 	NY	 	[**]
	Birmingham	 	AL	 	[**]	 	Glastonbury	 	CT	 	[**]	 	Covington	 	KY	 	[**]	 	Tarrytown	 	NY	 	[**]
	Decatur	 	AL	 	[**]	 	Hartford	 	CT	 	[**]	 	Louisville	 	KY	 	[**]	 	Beachwood	 	OH	 	[**]
	Hoover	 	AL	 	[**]	 	Meriden	 	CT	 	[**]	 	Covington	 	LA	 	[**]	 	Boardman	 	OH	 	[**]
	Huntsville	 	AL	 	[**]	 	New Haven	 	CT	 	[**]	 	Metairie	 	LA	 	[**]	 	Centerville	 	OH	 	[**]
	Montgomery	 	AL	 	[**]	 	New London	 	CT	 	[**]	 	Monroe	 	LA	 	[**]	 	Cleveland	 	OH	 	[**]
	Mobile	 	AL	 	[**]	 	Rocky Hill	 	CT	 	[**]	 	New Orleans	 	LA	 	[**]	 	Columbus	 	OH	 	[**]
	Tuscaloosa	 	AL	 	[**]	 	Stamford	 	CT	 	[**]	 	Vidalia	 	LA	 	[**]	 	Dublin	 	OH	 	[**]
	Bryant	 	AR	 	[**]	 	Washington	 	DC	 	[**]	 	Boston	 	MA	 	[**]	 	Fairborn	 	OH	 	[**]
	El Dorado	 	AR	 	[**]	 	Wilmington	 	DE	 	[**]	 	Burlington	 	MA	 	[**]	 	Mayfield Village	 	OH	 	[**]
	Fayetteville	 	AR	 	[**]	 	Altamonte Springs	 	FL	 	[**]	 	Cambridge	 	MA	 	[**]	 	Niles	 	OH	 	[**]
	Fort Smith	 	AR	 	[**]	 	Boynton Beach	 	FL	 	[**]	 	Dedham	 	MA	 	[**]	 	North Olmsted	 	OH	 	[**]
	Hardy	 	AR	 	[**]	 	Dania Beach	 	FL	 	[**]	 	Framingham	 	MA	 	[**]	 	Orange Village	 	OH	 	[**]
	Little Rock	 	AR	 	[**]	 	Fort Lauderdale	 	FL	 	[**]	 	Lowell	 	MA	 	[**]	 	Perrysburg	 	OH	 	[**]
	Mountain Home	 	AR	 	[**]	 	Jacksonville	 	FL	 	[**]	 	Marlborough	 	MA	 	[**]	 	Reynoldsburg	 	OH	 	[**]
	North Littlerock	 	AR	 	[**]	 	Kendall	 	FL	 	[**]	 	Natick	 	MA	 	[**]	 	Richfield	 	OH	 	[**]
	Pine Bluff	 	AR	 	[**]	 	Key Largo/Tavernier	 	FL	 	[**]	 	Stoughton	 	MA	 	[**]	 	Moore	 	OK	 	[**]
	Rogers	 	AR	 	[**]	 	Key West	 	FL	 	[**]	 	Baltimore	 	MD	 	[**]	 	Oklahoma City	 	OK	 	[**]
	Russellville	 	AR	 	[**]	 	Lake City	 	FL	 	[**]	 	Columbia	 	MD	 	[**]	 	Owasso	 	OK	 	[**]
	Springdale	 	AR	 	[**]	 	Lake Mary	 	FL	 	[**]	 	Greenbelt	 	MD	 	[**]	 	Ponca City	 	OK	 	[**]
	VanBuren	 	AR	 	[**]	 	Lakeland	 	FL	 	[**]	 	Linthicum Heights	 	MD	 	[**]	 	Coos Bay	 	OR	 	[**]
	Chandler	 	AZ	 	[**]	 	Marathon	 	FL	 	[**]	 	Portland	 	ME	 	[**]	 	Portland	 	OR	 	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 11 









 Agreement Number 02026713.A.009 

 


																							
	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline

	Mesa	 	AZ	 	[**]	 	Maitland	 	FL	 	[**]	 	Battlecreek	 	MI	 	[**]	 	Tigard	 	OR	 	[**]
	Phoenix	 	AZ	 	[**]	 	Miami	 	FL	 	[**]	 	Canton	 	MI	 	[**]	 	Allentown	 	PA	 	[**]
	Rio Rico	 	AZ	 	[**]	 	Miami Beach	 	FL	 	[**]	 	Dearborn	 	MI	 	[**]	 	Audubon	 	PA	 	[**]
	Scottsdale	 	AZ	 	[**]	 	Orlando	 	FL	 	[**]	 	Detroit	 	MI	 	[**]	 	Bensalem	 	PA	 	[**]
	Tempe	 	AZ	 	[**]	 	Palm Beach	 	FL	 	[**]	 	Farmington Hills	 	MI	 	[**]	 	Coraopolis	 	PA	 	[**]
	Tucson	 	AZ	 	[**]	 	Plantation	 	FL	 	[**]	 	Holland	 	MI	 	[**]	 	Essington	 	PA	 	[**]
	Yuma	 	AZ	 	[**]	 	Saint Augustine	 	FL	 	[**]	 	Livonia	 	MI	 	[**]	 	Glen Mills	 	PA	 	[**]
	Anaheim	 	CA	 	[**]	 	Sunrise	 	FL	 	[**]	 	Marquette	 	MI	 	[**]	 	Harrisburg	 	PA	 	[**]
	Buena Park	 	CA	 	[**]	 	Tallahassee	 	FL	 	[**]	 	Novi	 	MI	 	[**]	 	King of Prussia	 	PA	 	[**]
		 		 	[**]	 		 		 	[**]	 		 		 	[**]	 		 		 	[**]
	Burbank	 	CA	 	[**]	 	Tamarac	 	FL	 	[**]	 	Port Huron	 	MI	 	[**]	 	Philadelphia	 	PA	 	[**]
	Burlingame	 	CA	 	[**]	 	Tampa	 	FL	 	[**]	 	Saginaw	 	MI	 	[**]	 	Pittsburgh	 	PA	 	[**]
	Cerritos	 	CA	 	[**]	 	West Palm Beach	 	FL	 	[**]	 	Southfield	 	MI	 	[**]	 	Wayne	 	PA	 	[**]
	Chico	 	CA	 	[**]	 	Albany	 	GA	 	[**]	 	Walker	 	MI	 	[**]	 	Anderson	 	SC	 	[**]
	City of Industry	 	CA	 	[**]	 	Alpharetta	 	GA	 	[**]	 	Warren	 	MI	 	[**]	 	Charleston	 	SC	 	[**]
	Clovis	 	CA	 	[**]	 	Athens	 	GA	 	[**]	 	Baxter	 	MN	 	[**]	 	Duncan	 	SC	 	[**]
	Concord	 	CA	 	[**]	 	Atlanta	 	GA	 	[**]	 	Bloomington	 	MN	 	[**]	 	Florence	 	SC	 	[**]
	Coronado	 	CA	 	[**]	 	Augusta	 	GA	 	[**]	 	Deluth	 	MN	 	[**]	 	Myrtle Beach	 	SC	 	[**]
	Costa Mesa	 	CA	 	[**]	 	Brunswick	 	GA	 	[**]	 	Minneapolis	 	MN	 	[**]	 	Brentwood	 	TN	 	[**]
	Cupertino	 	CA	 	[**]	 	Carrollton	 	GA	 	[**]	 	St. Paul	 	MN	 	[**]	 	Crossville	 	TN	 	[**]
	Del Mar	 	CA	 	[**]	 	Columbus	 	GA	 	[**]	 	Bridgeton	 	MO	 	[**]	 	Knoxville	 	TN	 	[**]
	Dublin	 	CA	 	[**]	 	Dublin	 	GA	 	[**]	 	Columbia	 	MO	 	[**]	 	Franklin	 	TN	 	[**]
	El Segundo	 	CA	 	[**]	 	Duluth	 	GA	 	[**]	 	Earth City	 	MO	 	[**]	 	Memphis	 	TN	 	[**]
	Emeryville	 	CA	 	[**]	 	Dunwoody	 	GA	 	[**]	 	Fenton	 	MO	 	[**]	 	Johnson City	 	TN	 	[**]
	Escondido	 	CA	 	[**]	 	Griffin	 	GA	 	[**]	 	Festus	 	MO	 	[**]	 	Knoxville	 	TN	 	[**]
	Eureka	 	CA	 	[**]	 	Lawrenceville	 	GA	 	[**]	 	Jefferson City	 	MO	 	[**]	 	Memphis	 	TN	 	[**]
	Garden Grove	 	CA	 	[**]	 	Lithia Springs	 	GA	 	[**]	 	Joplin	 	MO	 	[**]	 	Nashville	 	TN	 	[**]
	North Glendale	 	CA	 	[**]	 	Macon	 	GA	 	[**]	 	Kansas City	 	MO	 	[**]	 	Abilene	 	TX	 	[**]
	Hayward	 	CA	 	[**]	 	Newnan	 	GA	 	[**]	 	Kirkwood	 	MO	 	[**]	 	Addison	 	TX	 	[**]
	Hollywood	 	CA	 	[**]	 	Norcross	 	GA	 	[**]	 	Lees Summit	 	MO	 	[**]	 	Arlington	 	TX	 	[**]
	Irvine	 	CA	 	[**]	 	Peachtree City	 	GA	 	[**]	 	Maryland Heights	 	MO	 	[**]	 	Austin	 	TX	 	[**]
	La Jolla	 	CA	 	[**]	 	Savannah	 	GA	 	[**]	 	Saint Charles	 	MO	 	[**]	 	Beaumont	 	TX	 	[**]
	Livermore	 	CA	 	[**]	 	Roswell	 	GA	 	[**]	 	Saint Louis	 	MO	 	[**]	 	Corpus Christi	 	TX	 	[**]
	Long Beach	 	CA	 	[**]	 	Tifton	 	GA	 	[**]	 	Springfield	 	MO	 	[**]	 	Dallas	 	TX	 	[**]
	Los Angeles	 	CA	 	[**]	 	Warner Robins	 	GA	 	[**]	 	Jackson	 	MS	 	[**]	 	Frisco	 	TX	 	[**]
	Merced	 	CA	 	[**]	 	Honolulu	 	HI	 	[**]	 	McComb	 	MS	 	[**]	 	Houston	 	TX	 	[**]
	Milpitas	 	CA	 	[**]	 	Kailua Kona	 	HI	 	[**]	 	Natchez	 	MS	 	[**]	 	Irving	 	TX	 	[**]
	Modesto	 	CA	 	[**]	 	Kihei	 	HI	 	[**]	 	Ocean Springs	 	MS	 	[**]	 	Lubbock	 	TX	 	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 12 









 Agreement Number 02026713.A.009 

 


																							
	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline

	Montebello	 	CA	 	[**]	 	Waikoloa	 	HI	 	[**]	 	Tupelo	 	MS	 	[**]	 	Mcallen	 	TX	 	[**]
	Napa	 	CA	 	[**]	 	Desmoines	 	IA	 	[**]	 	Asheville	 	NC	 	[**]	 	Midland	 	TX	 	[**]
	Ontario	 	CA	 	[**]	 	Johnston	 	IA	 	[**]	 	Carolina Beach	 	NC	 	[**]	 	Plano	 	TX	 	[**]
	Orange	 	CA	 	[**]	 	Urbandale	 	IA	 	[**]	 	Charlotte	 	NC	 	[**]	 	Richardson	 	TX	 	[**]
	Pasadena	 	CA	 	[**]	 	Ammon	 	ID	 	[**]	 	Durham	 	NC	 	[**]	 	San Antonio	 	TX	 	[**]
	Petaluma	 	CA	 	[**]	 	Alsip	 	IL	 	[**]	 	Gastonia	 	NC	 	[**]	 	Texarkana	 	TX	 	[**]
	Pleasanton	 	CA	 	[**]	 	Arlington Heights	 	IL	 	[**]	 	Goldsboro	 	NC	 	[**]	 	Tyler	 	TX	 	[**]
	Rancho Cordova	 	CA	 	[**]	 	Barrington	 	IL	 	[**]	 	Morrisville	 	NC	 	[**]	 	Waxahachie	 	TX	 	[**]
	Riverside	 	CA	 	[**]	 	Bedford Park	 	IL	 	[**]	 	Omaha	 	NE	 	[**]	 	The Woodlands	 	TX	 	[**]
	Rocklin	 	CA	 	[**]	 	Bourbonnais	 	IL	 	[**]	 	Basking Ridge	 	NJ	 	[**]	 	Salt Lake City	 	UT	 	[**]
	Rosemead	 	CA	 	[**]	 	Champaign	 	IL	 	[**]	 	Bernardsville	 	NJ	 	[**]	 	Arlington	 	VA	 	[**]
	Sacramento	 	CA	 	[**]	 	Chicago	 	IL	 	[**]	 	Bridgewater	 	NJ	 	[**]	 	Chantilly	 	VA	 	[**]
	Salinas	 	CA	 	[**]	 	Danville	 	IL	 	[**]	 	Cranbury	 	NJ	 	[**]	 	Chester	 	VA	 	[**]
	San Carlos	 	CA	 	[**]	 	Danville	 	IL	 	[**]	 	Eatontown	 	NJ	 	[**]	 	Dulles	 	VA	 	[**]
	San Diego	 	CA	 	[**]	 	Downers Grove	 	IL	 	[**]	 	Edison	 	NJ	 	[**]	 	Fairfax	 	VA	 	[**]
	San Francisco	 	CA	 	[**]	 	Elmhurst	 	IL	 	[**]	 	Elizabeth	 	NJ	 	[**]	 	Falls Church	 	VA	 	[**]
	San Gabriel	 	CA	 	[**]	 	Fairview Heights	 	IL	 	[**]	 	Fair Lawn	 	NJ	 	[**]	 	Glen Allen	 	VA	 	[**]
	San Jose	 	CA	 	[**]	 	Glenview	 	IL	 	[**]	 	Florham Park	 	NJ	 	[**]	 	Hampton	 	VA	 	[**]
	San Luis Obispo	 	CA	 	[**]	 	Gurnee	 	IL	 	[**]	 	Iselin	 	NJ	 	[**]	 	Herndon	 	VA	 	[**]
	San Mateo	 	CA	 	[**]	 	Hoffman Estates	 	IL	 	[**]	 	Mahwah	 	NJ	 	[**]	 	Norfolk	 	VA	 	[**]
	San Rafael	 	CA	 	[**]	 	Lincolnshire	 	IL	 	[**]	 	Morristown	 	NJ	 	[**]	 	Richmond	 	VA	 	[**]
	San Ramon	 	CA	 	[**]	 	Lisle	 	IL	 	[**]	 	Newark	 	NJ	 	[**]	 	Sandston	 	VA	 	[**]
	Santa Ana	 	CA	 	[**]	 	Naperville	 	IL	 	[**]	 	Paramus	 	NJ	 	[**]	 	Sterling	 	VA	 	[**]
	Santa Clara	 	CA	 	[**]	 	Northbrook	 	IL	 	[**]	 	Parsippany	 	NJ	 	[**]	 	Tysons Corner	 	VA	 	[**]
	Santa Monica	 	CA	 	[**]	 	Ofallon	 	IL	 	[**]	 	Piscataway	 	NJ	 	[**]	 	Vienna	 	VA	 	[**]
	South San Francisco	 	CA	 	[**]	 	Palatine	 	IL	 	[**]	 	Princeton	 	NJ	 	[**]	 	Bellevue	 	WA	 	[**]
	Stevenson Ranch	 	CA	 	[**]	 	Peoria	 	IL	 	[**]	 	Ramsey	 	NJ	 	[**]	 	Bothell	 	WA	 	[**]
	Stockton	 	CA	 	[**]	 	Rockford	 	IL	 	[**]	 	Red Bank	 	NJ	 	[**]	 	Kirkland	 	WA	 	[**]
	Susanville	 	CA	 	[**]	 	Rolling Meadows	 	IL	 	[**]	 	Saddle Brook	 	NJ	 	[**]	 	Lynnwood	 	WA	 	[**]
	Temecula	 	CA	 	[**]	 	Rosemont	 	IL	 	[**]	 	Saddle River	 	NJ	 	[**]	 	Redmond	 	WA	 	[**]
	Torrance	 	CA	 	[**]	 	Schaumburg	 	IL	 	[**]	 	Short Hills	 	NJ	 	[**]	 	Seattle	 	WA	 	[**]
	Ukiah	 	CA	 	[**]	 	Springfield	 	IL	 	[**]	 	Somerset	 	NJ	 	[**]	 	Spokane	 	WA	 	[**]
	Universal City	 	CA	 	[**]	 	Vernon Hills	 	IL	 	[**]	 	Teaneck	 	NJ	 	[**]	 	Tacoma	 	WA	 	[**]
	Valencia	 	CA	 	[**]	 	Westmont	 	IL	 	[**]	 	Tinton Falls	 	NJ	 	[**]	 	Tukwila	 	WA	 	[**]
	Van Nuys	 	CA	 	[**]	 	Willowbrook	 	IL	 	[**]	 	Warren	 	NJ	 	[**]	 	Woodinville	 	WA	 	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 13 









 Agreement Number 02026713.A.009 

 


																							
	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline
	 	 City
	 	 St
	 	 2009
Guideline

	Walnut Creek	 	CA	 	[**]	 	Bloomington	 	IN	 	[**]	 	Whippany	 	NJ	 	[**]	 	Green Bay	 	WA	 	[**]
	Watsonville	 	CA	 	[**]	 	Carmel	 	IN	 	[**]	 	Woodcliff Lake	 	NJ	 	[**]	 	Kenosha	 	WA	 	[**]
	West Sacramento	 	CA	 	[**]	 	Columbus	 	IN	 	[**]	 	Henderson	 	NV	 	[**]	 	Kimberly	 	WI	 	[**]
	Willits	 	CA	 	[**]	 	Fishers	 	IN	 	[**]	 	Las Vegas	 	NV	 	[**]	 	Madison	 	WI	 	[**]
	Woodland	 	CA	 	[**]	 	Indianaplis	 	IN	 	[**]	 	Pahrump	 	NV	 	[**]	 	Mukwonago	 	WI	 	[**]
	Yorba Linda	 	CA	 	[**]	 	Muncie	 	IN	 	[**]	 	Reno	 	NV	 	[**]	 	Oshkosh	 	WI	 	[**]
		 		 		 		 		 		 	Albany	 	NY	 	[**]	 	Pewaukee	 	WI	 	[**]
		 		 		 		 		 		 	Cheektowaga	 	NY	 	[**]	 	Waukesha	 	WI	 	[**]
		 		 		 		 		 		 	Fishkill	 	NY	 	[**]	 	Wauwatosa	 	WI	 	[**]
		 		 		 		 		 		 	Jamaica	 	NY	 	[**]	 	Beckley	 	WV	 	[**]
		 		 		 		 		 		 	New York	 	NY	 	[**]	 	Charleston	 	WV	 	[**]
		 		 		 		 		 		 	Plainview	 	NY	 	[**]	 	Hurricane	 	WV	 	[**]
		 		 		 		 		 		 	Rochester	 	NY	 	[**]	 		 		 	


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 

 Appendix 11 

Service Level Agreement Process and Measurements 

This Appendix 11, Service Level Agreement Process and Measurements, shall apply to any Work Orders that specifically include Service Level Agreements
(“SLAs”) and Key Performance Indicators (“KPIs”). 
 The objective of this Service Level model is to provide efficient measurement of
the quality of the information technology services provided by Amdocs to AT&T. 
 The Service Levels consist of two components: Service Level Agreements
(SLAs) and Key Performance Indicators (KPIs). 
 The Service Levels, together with the applicable service level credits (“Service Level Credits”)
and target definitions (“Service Level Targets”), will be specified in individual Work Orders. This Appendix defines the process to make additions, changes or deletions to service levels definitions, in the Work Orders that specify
applicable SLAs and/or KPIs, as well as other provisions generally applicable to Work Orders that include Service Levels. 
 Service Levels will be measured
using a “Green-Yellow-Red” traffic light mechanism (the “GYR State”), with “Green” representing the “Expected Level” of performance and “Red” representing performance below the “Minimum
Level”. 
  

	1.	Additions, Deletions and Modifications of Service Levels 

 New SLAs and KPIs may be
added, deleted or modified per written agreement between AT&T and Amdocs. The changes may include the movement of SLAs to KPIs or KPIs to SLAs, or modifications to individual SLA targets or credit allocations. 

Additions or substitutions may occur in conjunction with changes to the environment and the introduction of new equipment or software or means
of service delivery. 
 Additions, deletions and modifications to Service Levels may only be proposed thru the “Functional
Committee” (as defined in the Governance Model) for evaluation and consideration of AT&T and Amdocs. Either party may propose changes to the service levels. 

Both Parties will jointly analyze the impact of the proposed Service Level change, if any, to AT&T’s business, the financial / cost
impacts to Amdocs and AT&T of such change, the impact to environment infrastructure and other relevant impacts. On the basis of the results of such analysis, the Parties may agree to make appropriate changes by written amendment to the terms and
conditions of the applicable Work Order. 
 The effective date for any Service Level change will be as determined per written agreement. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 


	2.	Process for Additions, Modifications and Deletions of SLAs 

 This process for setting
Service Level Targets is applicable for new SLA and KPIs added to Work Orders per agreement, as well for the SLAs and KPIs defined in the Work Orders that may not have defined Service Level Targets as of the applicable effective date. 

 

	2.1.	Additions 

 For those Service Levels that do not have established Service Level Targets:

  

	 	2.1.1.	The Parties shall attempt in good faith to agree during a [**] day period on an Expected Service Level and a Minimum Service Level using, as appropriate, industry standard measures or third-party advisory services
(e.g., Gartner Group, Yankee Group) or other AT&T groups performing similar application development and maintenance. 

  

	 	2.1.2.	In the event that the Parties have been unable to agree pursuant to paragraph 2.1.1 above, then, where at least [**] of service measurements exist for a particular Service, in a comparable environment and operating
model, the [**] monthly service measurements for the [**] measurement period shall be excluded; the Expected Service Level shall then be defined as the average of the remaining [**] monthly service measurements; and the Minimum Service Level shall
be defined as the average of the lowest [**] of the remaining [**] monthly service measurements; or for Release based service measurements will be based on historical data for [**]. 


 

	 	2.1.3.	Where no measurements exist for a particular Service (pursuant to paragraph 2.1.2), and the Parties fail to agree on an Expected Service Level and a Minimum Service Level using industry standard measures as described
above, the Parties shall do the following: 

  

	 	2.1.3.1.	Amdocs shall begin providing [**] measurements within [**] days for [**] measurements and at the completion of the next release for release based measurements after Amdocs’ receipt of AT&T’s written
request and subject to agreement on such measurements in accordance with the Change Management Procedures. 

  

	 	2.1.3.2.	After [**] actual Service Level attainments for monthly measurements and [**] for release based measurements have been measured, or should have been measured AT&T may at any time in writing request that Expected
Service Levels and Minimum Service Levels be put into effect based on paragraph 2.1.2 above. 

  

	 	(i)	 If Amdocs is responsible for measuring actual Service Level attainments and fails to provide [**] measurements during the measurement period
measurements shall be constructed according to 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 


	 	
the following: if [**] measurement is missing, the missing measurement shall be constructed by using the highest of the [**] actual measurements; or 


 

	 	(ii)	if [**] or more measurements are missing, the first missing measurement shall be constructed by using the highest of the actual measurements and adding to that measurement [**]of the difference between that measurement
and [**] and each of the remaining missing measurements shall be constructed by using the highest of the actual measurements and adding to that measurement [**] of the difference between that measurement and [**]. 


 

	 	  	(By way of example, if there were [**] measurements for a particular Service available, and the highest of [**] was [**], then the measurements for the missing [**] would be deemed to [**].) 


Notwithstanding the foregoing, in the case of a Service Level attainment measure for which there is no activity for one or more months, [**]
measurement period may be extended for up to [**] for the collection of performance measurements (whether or not in consecutive [**]), and 
  

	 	(i)	if there shall be [**] of measurements available, the calculation shall be as described in paragraph 2.1.2; and 

  

	 	(ii)	if there shall be [**] of measurements available (but not [**], the calculation shall be consistent with the procedures in paragraph 2.1.2, but without the removal of highest and lowest measures. 


NOTE: Certain SLAs and KPIs may not be measured against an objective of [**], respectively, are the appropriate objectives. The
calculations described in this Appendix will be modified as appropriate to reflect these objectives. For example, if the SLA or KPI involved failures in lines of code where [**]” 

 

	2.2.	Promotions and Demotions 

 AT&T and Amdocs may agree in writing to designate existing
SLAs as KPIs and promote existing KPIs to SLAs. The parties may agree in writing to make changes to the Service Level Credit allocations for any SLA including changes in connection with the addition or deletion of SLAs or KPIs. A KPI that is subject
to the foregoing plan requirement and is promoted to be a SLA will not be subject to Service Level Credits until agreed to by both Parties. 
  

	2.3.	Deletions 

 AT&T and Amdocs may delete SLAs per written agreement. Both Parties will
jointly revise the service credit allocations across the remaining SLAs. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 


	2.4.	Impact of Additions, Modifications and Deletions of SLAs on Service Level Credit Allocations 


When adding, modifying or deleting a SLA, the Service Level Credit allocation for the SLAs may be modified. If a SLA is added but is not
assigned a Service Level Credit, then the Service Level credit percentage for such added SLA shall be [**] until such time as Service Level Credit is assigned. 
  

	3.	Additions and Deletions of KPIs 

 AT&T and Amdocs may jointly agree to add or delete
KPIs as follows: 
  

	3.1.	Additions 

 Expected Service Levels and Minimum Service Levels associated with added KPIs
will be computed as follows: 
  

	 	3.1.1.	The Parties shall attempt in good faith to agree during a [**] on an Expected Service Level using, as appropriate, industry standard measures or third-party advisory services [**] or other AT&T groups performing
similar application development and maintenance. 

  

	 	3.1.2.	In the event the Parties have been unable to agree pursuant to paragraph 3.1.1 above, then, [**] of service exist for a particular Service, in a comparable environment and operating model, the [**] monthly service
measurements for the [**] measurement period shall be excluded, the Expected Service Level shall then be defined as the average of the [**] service measurements and the shall be defined as the average of the [**] service measurements; or for release
based service measurements will be based on historical data for [**]. 

  

	 	3.1.3.	Where the Parties fail to agree (pursuant to paragraph 3.1.1) and no measurements exist for a particular Service (pursuant to paragraph 3.1.2), the Parties shall do the following: 


 

	 	3.1.4.	Amdocs shall begin providing [**] measurements within [**] for monthly measurements and at the completion of the next release for release based measurements after Amdocs’ receipt of AT&T’s written request
and subject to agreement on such measurements in accordance with the Change Management Procedures. 

  

	 	3.1.5.	[**] actual Service Level attainments for [**] measurements and [**] based measurements have been measured, or should have been measured, AT&T may at any time in writing request that Expected Service Levels be put
into effect based on paragraph 3.1.2 above. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	 	3.1.6.	If Amdocs is responsible for measuring actual Service Level attainments and fails to provide [**] during the measurement period, measurements shall be constructed according to the following: 


 

	 	(i)	if [**] is missing, the missing measurement shall be constructed by using the highest of the [**]; or 

  

	 	(ii)	if [**] are missing, the first missing measurement shall be constructed by using the [**] and adding to that measurement [**]. 


(By way of example, if there were [**] for a particular Service, and the [**].)  

Notwithstanding the foregoing, in the case of a Service Level attainment measure for which there is no activity for [**], at AT&T’s
election such [**] may be extended for [**] for the collection of performance measurements (whether or not in consecutive months), and 
  

	 	(i)	if there shall be [**] of measurements available, the calculation shall be as described in paragraph 3.1.2; and 

  

	 	(ii)	if there shall [**] of measurements available (but not [**] the calculation shall be consistent with the procedures in paragraph 3.1.2, but without the removal of highest and lowest measures. 


 

	3.2.	Deletions 

 AT&T and Amdocs may delete KPIs per written agreement. 

 

	4.	Problem Analysis 

 If Amdocs fails to provide Services in accordance with the Service
Levels and this Agreement, Amdocs shall (after restoring service or otherwise resolving any immediate problem): 
  

	 	(i)	promptly investigate and report on the causes of the problem; 

  

	 	(ii)	provide an analysis of the root cause of such failure (“Root Cause Analysis”) as soon as practicable, after such failure or AT&T’s request; 


 

	 	(iii)	use all commercially reasonable efforts to implement remedial action and begin meeting the Service Levels as soon as practicable; 

  

	 	(iv)	advise AT&T of the status of remedial efforts being undertaken with respect to such problem; and 

  

	 	(v)	demonstrate to AT&T’s reasonable satisfaction that the causes of such problem have been or will be corrected on a permanent basis


To the extent that such failure to meet Service Levels results in a violation of laws or regulatory action, Amdocs shall, in addition to its
other obligations under the applicable Work Order, participate in any required related hearing, audit or other corrective action or review required by a 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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governmental body or regulatory agency and the parties shall in good faith discuss the allocation of any associated costs. Amdocs shall use all commercially reasonable efforts to complete
the Root Cause Analysis within [**]; provided that, if it is not capable of being completed within [**] using reasonable diligence, Amdocs shall complete such Root Cause Analysis as quickly as possible and shall notify AT&T prior to the end of
the initial [**] as to the status of the Root Cause Analysis and the estimated completion date. 
  

	5.	Exceptions 

 Amdocs shall only be responsible for a Service Level Credit for
(i) failure to meet a Service Level to the extent that such failure is attributable to a root cause under Amdocs’ responsibility, or (ii) to the extent that such failure is not directly attributable to any of the following: 

 

	 	1.	Problems resulting from components (e.g., hardware, software, network, maintenance), including facility, application software other than the Application Software and User-controlled problems, for which AT&T is
operationally responsible to the extent of such responsibility. 

  

	 	2.	AT&T’s reprioritization of tasks to be performed by Amdocs where Amdocs has notified AT&T in advance that such reprioritization will cause Amdocs to miss such Service Level notwithstanding Amdocs’
reasonable efforts to continue performance. 

  

	 	3.	Circumstances that excuse performance in connection with a force majeure event as specified in this Agreement. 

  

	 	4.	Execution of a business continuity plan or disaster recovery and business continuity plan, in support of an AT&T declared disaster. The acts or omissions of any third party supplier, vendor, or other contractor of
AT&T unless they are operating as a subcontractor of Amdocs or under Amdocs’ instruction. 

  

	 	5.	AT&T’s refusal to implement additional hardware and/or software for which AT&T is financially and operationally responsible in accordance with the applicable Work Order, of which Amdocs has provided
AT&T notice during the planning process (including Amdocs’ inability to meet Service Levels), and has provided AT&T enough time to comply. 


Any situation which may constitute an exception or escalation will be handled using the escalation procedures defined in the Governance
process. 
  

	6.	Impact to Multiple SLAs 

 Except in the case of SLAs which encompass common activities,
if a single incident (other than Amdocs’s failure to perform in a manner meeting the SLAs) impacts multiple SLAs and results in multiple Service Level Credits otherwise being available within a single Measurement Period, AT&T shall have the
right to select any one of such multiple Service Level Credits, but shall not be entitled to all such Service Level Credits. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.009 

 

 Amendment 

No. 02026713.A.010 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

AMENDMENT NO. 10 

AGREEMENT NO. 02026713 
 This Amendment
No. 10, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, and as further amended by Amendment No. 9 effective
March 28, 2009 (collectively, the “Agreement”); and 
 WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that
certain Agreement No. 03032360.A.003 pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, the
Agreement expired by its terms on June 30, 2009 (the “Prior Expiration Date”); and 
 WHEREAS, after such Prior Expiration Date, the
Parties continued to perform under the Agreement as if it had not expired, and with the intention of extending its term; and 
 WHEREAS, AT&T and
Supplier now desire to revive the Agreement; to extend its term; to formalize the validity and continuation of the Agreement since its Effective Date of August 7, 2003; and to make the other additions, deletions and modifications as set forth
below; 
 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement
02026713 as follows: 
  

	1.	The Agreement is revived; the term is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. The Parties further ratify all actions
taken under the Agreement between the Prior Expiration Date and the date when this Amendment is effective. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	2.	For purposes of extending the term of this Agreement, Section 3.32. “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement, with an Effective Date of August 7, 2003, shall remain in effect for a term ending on February 28, 2010, unless
earlier Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
  

	3.	The term “Leadership Council” and all references thereto are deleted throughout the Agreement and associated Amendments, and where the Parties so agree in an applicable Work Order , is replaced by
Section 3.40 and Appendix 10, “Governance”. 

  

	4.	A new Section 2.50, “Subcontractor,” is hereby added to ARTICLE II - DEFINITIONS as follows: 

  

	 	2.50	“Subcontractor” means any person or entity supplying labor or materials to perform all or any part of Supplier’s obligations under this Agreement. “Subcontractor” shall include any person
or entity at any tier of subcontractors, and shall not be limited to those persons or entities with a direct relationship with Supplier. 

  

	5.	Section 3.3, “Termination,” of ARTICLE III - GENERAL TERMS is hereby amended to include the following: 


 

	F.	Insolvency 

 (a) Right to Terminate. In the event that any Party (a) files
for bankruptcy, (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it, (c) makes an assignment for the benefit of all or
substantially all of its creditors or (d) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations, then the other Party may terminate this Agreement as of a date specified in a
termination notice; provided, however, that Amdocs will not have the right to exercise such termination under this Section 3.3(F) so long as AT&T pays for the Services to be received hereunder in advance on a month-to-month
basis. If any Party elects to terminate this Agreement due to the insolvency of the other Party, such termination will be deemed to be a termination for cause hereunder. 

(b) Section 365(n). Notwithstanding any other provision of this Agreement to the contrary, in the event that Amdocs becomes a
debtor under the Bankruptcy Code and rejects this Agreement pursuant to Section 365 of the Bankruptcy Code (a “Bankruptcy Rejection”), (i) any and all of the licensee and sublicensee rights of AT&T arising under
or otherwise set forth in this Agreement shall be deemed fully retained by and vested in AT&T as protected intellectual property rights under Section 365(n)(1)(B) of the Bankruptcy Code and further shall be deemed to exist immediately
before the commencement of the bankruptcy case in which Amdocs is the debtor; (ii) AT&T shall have all of the rights afforded to non-debtor 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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licensees and sublicensees under Section 365(n) of the Bankruptcy Code; and (iii) to the extent any rights of AT&T under this Agreement which arise after the termination or
expiration of this Agreement are determined by a bankruptcy court to not be “intellectual property rights” for purposes of Section 365(n), all of such rights shall remain vested in and fully retained by AT&T after any Bankruptcy
Rejection as though this Agreement were terminated or expired. AT&T shall under no circumstances be required to terminate this Agreement after a Bankruptcy Rejection in order to enjoy or acquire any of its rights under this Agreement. 

(c) AT&T Rights Upon Amdocs’ Bankruptcy. In the event of Amdocs’ bankruptcy or of the filing of any petition under the
federal bankruptcy laws affecting the rights of Amdocs which is not stayed or dismissed within thirty (30) days of filing, in addition to the other rights and remedies set forth herein, to the maximum extent permitted by Law, AT&T will have
the immediate right to retain and take possession for safekeeping all AT&T Information, AT&T Proprietary Information, AT&T licensed Third Party Software, AT&T owned Equipment, AT&T owned Materials, AT&T owned Custom Software,
and all other Software, Equipment, Systems or Materials to which AT&T is or would be entitled during the term of this Agreement or upon the expiration or termination of this Agreement. Amdocs shall cooperate fully with AT&T and assist
AT&T in identifying and taking possession of the items listed in the preceding sentence. AT&T will have the right to hold such AT&T Information, Proprietary Information, Software, Equipment, Systems and Materials until such time as the
trustee or receiver in bankruptcy or other appropriate court officer can provide adequate assurances and evidence to AT&T that they will be protected from sale, release, inspection, publication or inclusion in any publicly accessible record,
document, material or filing. Amdocs and AT&T agree that without this material provision, AT&T would not have entered into this Agreement or provided any right to the possession or use of AT&T Information, AT&T Proprietary
Information or AT&T Software covered by this Agreement. 
 (d) Rights To Assume In Bankruptcy. In the event of commencement of
bankruptcy proceedings by or against AT&T, AT&T or its trustee in bankruptcy shall be entitled to assume this Agreement and shall be entitled to retain all of AT&T’s license rights hereunder. 

 

	6.	Section 3.19, “MBE/WBE/DVBE,” of ARTICLE III GENERAL TERMS is deleted and replaced as follows: 

  

	 	3.19	MBE/WBE/DVBE (and Exhibits) 

  

	 	A.	AT&T seeks to give minority-, women- and Disabled Veteran-owned businesses the maximum opportunity to participate in the performance of its contracts; current goals are MBE-15%, WBE-5%, and DVBE-1.5%. Amdocs commits
to making good faith efforts to achieve goals for the participation of MBE/WBE and DVBE firms (as defined in section 3.20 below entitled “MBE/WBE/DVBE Termination”). 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Amdocs will make good faith efforts to meet or exceed the target of twelve percent
(12%) for 2009. In addition, Amdocs agrees that it shall meet the following MBE/WBE/DVBE Diversity Commitment Objectives (“DCO”) in 2010 and through the term of this Agreement using any combination of Amdocs expenditures with MBE, WBE
and/or DVBE suppliers of first, second or third tier subcontractors provided Amdocs furnishes appropriate documentation and support of such expenditures and such suppliers qualify as MBE/WBE/DVBE through an AT&T recognized certifying agency:

  

							
	 12/31/2010
	  	 12/31/2011
	  	 12/31/2012
	  	 12/31/2013

	12% of total AT&T expenditures with Amdocs for calendar year 2010	  	15% of total AT&T expenditures with Amdocs for calendar year 2011	  	15% of total AT&T expenditures with Amdocs for calendar year 2012	  	15% of total AT&T expenditures with Amdocs for calendar year 2013

 For the avoidance of doubt, these goals apply to all annual expenditures by any AT&T entity with Amdocs.
This includes all expenditures under all existing agreements between AT&T and Amdocs. Amdocs agrees to meet in good faith to evaluate with AT&T on annual basis whether Amdocs can increase participation over the life of the Agreement. 

In the event Amdocs Diversity subcontracting results cannot be met by Amdocs due to significant legal, regulatory or business relationship
changes that have a direct and substantive negative impact on the attainment of the Diversity commitments herein, AT&T and Amdocs will jointly review the results and known causes of the diversity subcontracting shortfall in order to reach a
mutually acceptable Diversity subcontracting target. In the event the Parties cannot resolve the Diversity subcontracting targets, then the issue will be escalated as required through the following levels: 

 

					
	 Level
	  	 Amdocs
	  	 AT&T

	Level 1	  	Amdocs AT&T Division President	  	AVP-Global Business & Operations Sourcing (IT)
	Level 2	  	President – Amdocs Customer Business Unit	  	President-Supply Chain & Fleet Operations

  

	 	B.	Attached hereto and incorporated herein as Exhibit A is Supplier’s completed Participation Plan outlining its MBE/WBE/DVBE goals and specific and detailed plans to achieve those goals. Supplier will submit an
updated Participation Plan annually by the first week in January. Supplier will submit MBE/WBE/DVBE Results Reports quarterly by the end of the first week following the close of each quarter, using the form attached hereto and incorporated herein as
Exhibit B. Participation Plans and Results Reports will be submitted to the Prime Supplier Program Manager. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	7.	Section 3.29, “Subcontracting,” of ARTICLE III – GENERAL TERMS is hereby amended to include the following: 


Temporary Workers. Amdocs may, in the ordinary course of business, subcontract (i) for third party services or products that are
not exclusively dedicated to AT&T and that do not include regular direct contact with AT&T or AT&T Affiliate personnel or the performance of services at AT&T sites or (ii) with temporary personnel firms for the provision of
temporary contract labor (collectively, “Temporary Workers”); provided, that such Temporary Workers possess the training and experience, competence and skill to perform the work in a skilled and professional manner AT&T
shall have no approval right with respect to such Temporary Workers. If, however, AT&T expresses dissatisfaction with the services of a Temporary Worker, Amdocs shall work in good faith to resolve AT&T’s concerns on a mutually
acceptable basis and, at AT&T’s request, replace such Temporary Worker. at no additional cost to AT&T. 
  

	8.	Section 3.23, “AT&T Supplier Information Security Requirements,” of ARTICLE III – GENERAL TERMS is hereby deleted and replaced as follows: 


 

	 	3.39.	AT&T Rules and Supplier Information Security Requirements 

 Amdocs shall comply with
AT&T Rules and Supplier Information Security Requirements as they pertain to Systems used to access AT&T’s network, Information or facilities under the Agreement. AT&T Rules and Supplier Information Security Requirements are
specified in Appendix 8. 
  

	9.	Section 4.7, “Dispute Resolution,” of ARTICLE IV – LEADERSHIP COUNCIL, PROJECT MANAGEMENT is hereby deleted and replaced as follows: 


 

	 	4.7	Dispute Resolution 

  

	(A)	Informal Dispute Resolution. 

 Prior to the initiation of formal dispute
resolution procedures with respect to any dispute, other than as provided in this Section 4.7, the Parties shall first attempt to resolve such dispute informally, as follows: 

 

	 	(a)	Initial Effort. The Parties agree that they shall attempt in good faith to resolve all disputes in accordance with Appendix 10 - Governance. In the event of a dispute that is not resolved or
resolvable in accordance with Appendix 10 - Governance, either Party may refer the dispute for resolution to the senior corporate executives specified in Section 4.7(A)(e) below upon written notice to the other
Party. 

  

	 	(b)	 Escalation. [**] of a notice under Section 4.7(A)(a) above referring a dispute for




  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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resolution by senior corporate executives, the AT&T Contract Office and the Amdocs Account Office will each prepare and provide to an Amdocs Division President and the AT&T Chief
Information Officer, respectively, summaries of the relevant information and background of the dispute, along with any appropriate supporting documentation, for their review. The designated senior corporate executives will confer as often as they
deem reasonably necessary in order to gather and furnish to the other all information with respect to the matter in issue which the parties believe to be appropriate and germane in connection with its resolution. The designated senior corporate
executives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions will be left to the discretion of the designated senior
corporate executives, but may include the preparation of agreed-upon statements of fact or written statements of position. 

  

	 	(c)	Provision of Information. During the course of negotiations under Section 4.7, all reasonable requests made by one Party to another for non-privileged information, reasonably related to the
dispute, will be honored in order that each of the Parties may be fully advised of the other’s position. All negotiation shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one Party for
these proceedings shall not be used as evidence by the other Party in any subsequent arbitration or litigation; provided, however, the underlying facts supporting such materials may be subject to discovery. 


 

	 	(d)	Prerequisite to Formal Proceedings. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) the designated senior corporate executives under
Section 4.7(A)(a) above concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) [**] after the notice under Section 4.7(A)(a) above referring
the dispute to designated senior corporate executives. The time periods specified in this Section 4.7(A) shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings
earlier to (A) avoid the expiration of any applicable limitations period, (B) preserve a superior position with respect to other creditors, or (C) address a dispute to the extent subject to equitable or injunctive relief.


  

	 	(e)	Additional Escalation. In addition to the dispute resolution provisions contained in this Section 4.7(A), in connection with any exercise of its termination rights under
Section 3.3(A), AT&T will, [**] to the effective date of such termination, but without extending any applicable time frames specified in the Agreement, provide Amdocs with the right to have its Chief Executive Officer address
the relevant issues with AT&T’s Chief Operating Officer. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	(B)	Arbitration. 

 (a) Any controversy or claim arising out of or relating to this
Agreement, or any breach thereof, which cannot be resolved using the procedures set forth above in Section 4.7(A) shall be finally resolved under the Commercial Arbitration Rules of the American Arbitration Association then in
effect. 
 (b) The Arbitration shall take place in New York, New York, and shall apply the law of the State of Texas. The decision of the
arbitrators shall be final and binding and judgment on the award may be entered in any court of competent jurisdiction. The arbitrators shall be instructed to state the reasons for their decisions in writing, including findings of fact and law. The
arbitrators shall be bound by the warranties, limitations of liability and other provisions of this Agreement. Except with respect to the provisions of this Agreement that provide for injunctive relief rights, such arbitration shall be a
precondition to any application by either Party to any court of competent jurisdiction. 
 (c) [**] after delivery of written notice
(“Notice of Dispute”) by one Party to the other in accordance with this Section, the Parties each shall use good faith efforts to mutually agree upon one (1) arbitrator. If the Parties are not able to agree upon one
(1) arbitrator within such period of time, the Parties each shall [**]: (i) appoint one (1) arbitrator who has at no time ever represented or acted on behalf of either of the Parties, and is not otherwise affiliated with or interested
in either of the Parties and (ii) deliver written notice of the identity of such arbitrator and a copy of his or her written acceptance of such appointment to the other Party. If either Party fails or refuses to appoint an arbitrator within
such [**], the single arbitrator appointed by the other Party shall decide alone the issues set out in the Notice of Dispute. [**] after such appointment and notice, such arbitrators shall appoint a third arbitrator. In the event that the two
arbitrators fail to appoint a third arbitrator within [**] of the appointment of the second arbitrator, either arbitrator or either Party may apply for the appointment of a third arbitrator to the American Arbitration Association. 

(d) All arbitrators selected pursuant to this Section shall be practicing attorneys with [**] applicable to the Services. Any such appointment
shall be binding upon the Parties. The Parties shall use best efforts to set the arbitration within [**] after selection of the arbitrator or arbitrators, as applicable, but in no event shall the arbitration be set more than [**] after selection of
the arbitrator or arbitrators, as applicable. Discovery as permitted by the Federal Rules of Civil Procedure then in effect will be allowed in connection with arbitration to the extent consistent with the purpose of the arbitration and as allowed by
the arbitrator or arbitrators, as applicable. The decision or award of the arbitrator or the majority of the three arbitrators, as applicable, shall be rendered within [**] after the conclusion of the hearing, shall be in writing, shall set forth
the basis therefore, and shall be final, binding and nonappealable upon the Parties and may be enforced and executed upon in any court having jurisdiction over the Party against whom the enforcement of such decision or award is sought. [**];
provided, however, the arbitrator or arbitrators, as applicable, may modify the allocation of fees, costs and expenses in the award in those cases where fairness dictates other than such allocation between the Parties. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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	10.	Section 6.9, “Work Done By Others,” of ARTICLE VI - ONGOING SUPPORT SERVICES is hereby deleted and replaced as follows: 


 

	 	6.9	Work Done by Others 

 If any part of Amdocs’s work is dependent upon work performed
by others or subcontracted consistent with the terms herein, Amdocs shall inspect such other work and promptly report to AT&T any known or discovered defect that renders such other work unsuitable for Amdocs’s proper performance.
Amdocs’s silence shall constitute approval of such other work as fit, proper and suitable for Amdocs’s performance of its work except with respect to latent defects. 
  


	11.	Appendix 1.2(2) IT Professional Service Price(s) is amended to include the following: 

  

	 	A.	Mobility Software Development 

 The [**], with the following exception: 

[**]. 
  

	 	B.	Production Support 

 [**]. 

 

	 	C.	Requirements/Consulting 

 [**]. 

 

	 	D.	Testing 

 [**]. This rate is conditional upon maintaining the current level or volume of testing
services provided to AT&T upon signature of this Amendment. [**]. 
  

	12.	Appendix 8 AT&T Supplier Information Security Requirements, attached to the Agreement, is deleted in its entirety, and replaced with the revised Appendix 8 AT&T Rules and Supplier Information Security
Requirements, attached herewith. 

  

	13.	Appendix 10 Governance, attached to the Agreement, is deleted in its entirety, and replaced with the revised Appendix 10 Governance, attached herewith. 


 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s/ Kelley Basta
	 		 	By:	 	 /s/ Beverly J. Madson



									
					
	Printed Name:	 	 Kelley Basta
	 		 	Printed Name:	 	Beverly J. Madson


									
					
	Title:	 	 Director of Finance
	 		 	Title:	 	Senior Contract Manager
					
	Date:	 	 8/7/09
	 		 	Date:	 	 8-7-2009



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Appendix 8 

A&T Rules and Supplier Information Security Requirements 
  

	1.	Work Policies and Rules 

  

	a.	During the performance of Services, representatives of Amdocs, including its employees and subcontractors (“Amdocs Representatives”), shall adhere to AT&T work rules and policies, including but not limited
to those specified in the AT&T Code Of Business Conduct, as amended from time to time. 

  

	b.	Without limiting the Amdocs obligation in clause (a), Amdocs shall ensure that the personal conduct and comments in the workplace of Amdocs Representatives support a professional environment which is free of
inappropriate behavior, language, jokes or actions which could be perceived as sexual harassment or as biased, demeaning, offensive, or derogatory to others based upon race, color, religion, national origin, sex, age, sexual orientation, marital
status, veteran’s status or disability. Amdocs further agrees that Amdocs Representatives will refrain from words or conduct that is threatening and/or disrespectful of others. 


 

	c.	Without limiting Amdocs’ obligation in clauses (a) or (b), if AT&T provides Amdocs Representatives access to its computer systems, Amdocs agrees (i) to use such systems in a professional manner,
(ii) to use such systems only for business purposes and solely for the purposes of performing under the Agreement, (iii) to use such systems in compliance with AT&T’s applicable standards and guidelines for computer systems use,
as outlined in AT&T Supplier Information Security Requirements, and (iv) to use password devices, if applicable and if requested by AT&T. Without limiting the foregoing, any access provided by AT&T, or by virtue of the presence of
Amdocs Representatives at AT&T locations, including but not limited to access to intranet and internet services, shall not be used for personal purposes or for any purpose which is not directly related to the Services. Amdocs agrees that Amdocs
Representatives must have a valid AT&T business reason to access the intranet and/or the internet from within AT&T’s private corporate network. 

  

	2.	Access 

  

	a.	When appropriate, Amdocs shall have reasonable access to AT&T’s premises to enable Amdocs to perform its obligations under the Agreement. Amdocs shall coordinate such access with AT&T’s designated
representative prior to visiting such premises. Amdocs will ensure that only employees or subcontractors of Amdocs will be allowed to enter AT&T’s premises. If AT&T requests Amdocs to discontinue furnishing any person provided by Amdocs
from performing Services on AT&T’s premises, in accordance with the terms and conditions of the Agreement, Amdocs shall immediately comply with such request. Such person shall leave AT&T’s premises immediately and Amdocs shall not
furnish such person again to perform Services on AT&T’s premises without AT&T’s written consent. 

  

	b.	 AT&T may require Amdocs or its Amdocs Representatives to exhibit identification credentials, which AT&T may issue, to gain access to
AT&T’s premises for the performance 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	 	
of Services. If, for any reason, any Amdocs Representative is no longer performing such Services, Amdocs shall immediately inform AT&T and promptly deliver to AT&T such person’s
identification credentials, if issued by AT&T. Amdocs agrees to comply with AT&T’s corporate policy requiring Amdocs Representatives to exhibit their company photo identification in addition to the AT&T issued photo identification
when on AT&T’s premises. 

  

	c.	Amdocs shall ensure that Amdocs Representatives, while on or off AT&T’s premises, will perform (i) Services which protect AT&T-owned Materials, buildings and structures, (ii) which do not
interfere with AT&T’s business operations, and (iii) with care and due regard for the safety, convenience and protection of AT&T, its employees, and property and in full conformance with the policies specified in the AT&T
Code of Business Conduct, which prohibits the possession of a weapon or an implement which can be used as a weapon (a copy of the AT&T Code of Business Conduct is available upon request). 


 

	d.	Amdocs shall ensure that all persons furnished by Amdocs work harmoniously with all others when on AT&T’s premises. 

  

	3.	Security Requirements for System or Network Access 

 Supplier shall comply with these security
requirements (“Requirements”) to have access to AT&T’s computers, computer peripherals, computer communications networks, computer systems/applications/software, network elements and their support systems, and the information
stored, transmitted, or processed using these resources (“Information Resources”). “User” means any individual performing services under the Agreement, whether as an employee, approved subcontractor, or agent of Supplier.
“AT&T Sponsor” means the AT&T management employee responsible for the oversight of the services provided by Supplier. 
 These
Requirements apply to Suppliers and Users performing services on AT&T premises or remotely accessing AT&T infrastructure, systems or applications using AT&T-provisioned client-VPN and to those providing services to AT&T that are
hosted external to AT&T premises. 
  

	 	A.	Information Security Program 

 Supplier shall adhere to the security requirements
described in Exhibit 1. Security requirements apply to all “Supplier system components” which are defined as any network component or server or application included or directly connected to the AT&T customer cardholder data
environment. Network components include, but are not limited to, firewalls, switches, routers, wireless access points, network appliances, or other appliances. Servers include, but are not limited to, web database, authentication, and DNS mail
proxy. Applications include all purchased and custom applications including internal and external web applications. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 

 Supplier expressly warrants that it will not store any AT&T customer cardholder data on
any Supplier-owned system component. Supplier expressly warrants that it will not transmit any AT&T customer cardholder data across open public networks. 

In the event that Supplier causes harm due to material breach of such warranties or Supplier’s other obligations hereunder that causes an
AT&T customer’s cardholder information to be compromised, it shall be liable for all penalties or expenses incurred as a result of such a compromise. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 

 Exhibit 1 

AT&T Supplier Information Security Requirements 

The following AT&T Supplier Information Security Requirements (“Security Requirements”) apply to Supplier, its subcontractors, and each of their
employees and/or temporary workers, contractors, vendors and/or agents (for the purpose of this Appendix, each or all “Supplier”) that perform Services for, on behalf of, and/or through AT&T that include any of the following:

 1. Supplier’s performance of Services that involve the collection, storage or handling of AT&T confidential Information; 

2. Supplier-offered or -supported AT&T branded services using non-AT&T network and computing resources; 

3. Connectivity to AT&T non-public networks and computing resources; 

4. Custom software development or software implementation; and 

5. Website hosting and development for AT&T and/or AT&T’s customers. 

Supplier shall be fully compliant with these Security Requirements prior to the performance of any such Services. 

Supplier represents and warrants that during the term of this Agreement and thereafter (as applicable with respect to Supplier’s obligations under the
Survival of Obligations clause) Supplier is, and shall continue to be, in compliance with its obligations as set forth herein. In addition to all other remedies specified in the Agreement, Supplier agrees that AT&T shall be entitled to seek an
injunction and [**] by Supplier to enforce the obligations in these Security Requirements, including those that survive Termination, Cancellation or expiration of this Agreement. The provisions of this Appendix shall not be deemed to, and shall not,
limit any more stringent security or other obligations of the Agreement. 
 Definitions: 

Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set forth in the main body of the Agreement. 

“Information Resources” means any systems, applications, and network elements, and the information stored, transmitted, or processed
with these resources in conjunction with supporting AT&T and/or used by Supplier in fulfillment of its obligations under this Agreement. 

“Personally Identifiable Information” or “PII” means any information that could be used to uniquely identify, locate, or
contact a single person (or potentially be exploited to steal the identity of an individual, commit fraud or perpetuate other crimes). Examples of PII include, but are not limited to, personal telephone numbers, social security numbers, national,
state or province issued identification number, drivers license number, date of birth, bank account numbers, credit card numbers, and other credit-related information, PINs, passwords, passcodes, 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 

 
password hint answers, Protected Health Information as defined by the Health Insurance Portability and Accountability Act (HIPAA), biometric data, digitized signatures, and background check
details. 
 In accordance with the foregoing, Supplier shall: 

System Security 
  

	1.	Actively monitor industry resources (e.g., www.cert.org, pertinent software vendor mailing lists & websites) for timely notification of all applicable security alerts pertaining to Supplier networks and
computers. 

  

	2.	Scan externally-facing systems with applicable industry standard security vulnerability scanning software (including, but not limited to, network, server, & application scanning tools) [**] 


 

	3.	Scan internal systems with applicable industry standard security vulnerability scanning software (including, but not limited to, network, server, application & database scanning tools) [**] 


 

	4.	Upon AT&T’s request, furnish to AT&T its most current scanning results for those resources used to support AT&T. 

  

	5.	Deploy an Intrusion Detection System(s) (IDS) in an active mode of operation. 

  

	6.	Remediate security vulnerabilities, including, but not limited to, those discovered through industry publications, vulnerability scanning, virus scanning, and the review of security logs, and apply applicable security
patches in a timely manner, according to the following minimal guidelines: If: 

  

	 	•	 	A vulnerability exists and attack is underway: Supplier shall work on remediating/patching [**] 

  

	 	•	 	A vulnerability exists and attack is determined to be imminent: Supplier shall remediate/patch within [**]. 

  

	 	•	 	A vulnerability exists and attack is determined to not be imminent: Supplier shall remediate/patch within [**]. 


All other security remediations/patches shall be applied [**] 
  

	7.	Assign security administration responsibilities for configuring host operating systems to specific individuals. 

  

	8.	Ensure its security staff has reasonable and necessary experience in information/network security. 

  

	9.	Ensure that all of Supplier’s systems are and remain ‘hardened’ including, but not limited to, removing or disabling unused network services (e.g., finger, rlogin, ftp, simple TCP/IP services) and
installing a system firewall, TCP Wrappers or similar technology. 

  

	10.	Change all default account names and/or default passwords in accordance with password requirements as set forth within requirement number 34, below; except that the Administrator account name only in Windows and Root
account name only in UNIX systems will continue unchanged. 

  

	11.	Limit system administrator/root (or privileged, super user, or the like) access to host operating systems only to individuals requiring such high-level access in the performance of their jobs. 


 

	12.	Require system administrators to restrict access by users to only the commands, data and systems necessary to perform authorized functions. 


Physical Security 
  

	13.	Ensure that all of Supplier’s networks and computers are located in secure physical facilities with limited and restricted access by authorized individuals only. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	14.	Monitor and record, for audit purposes, access to the physical facilities containing networks and computers used in connection with Supplier’s performance of its obligations under the Agreement. 


Network Security 
  

	15.	Separate AT&T’s Information from the Internet and the destination web servers with a perimeter security gateway (e.g., firewall). For additional clarification of this requirement, see diagram, however,
the written requirements shall control with respect to the interpretation of this provision. 

  
  





 
  

	16.	Upon AT&T’s request, provide to AT&T a logical network diagram detailing the Information Resources (including, but not limited to, firewalls, servers, etc.) that will support AT&T. 


 

	17.	Have a documented process and controls in place to detect and handle unauthorized attempts to access AT&T Information. 

  

	18.	Use the strongest commercially available encryption technologies (minimum 256-bit encryption) for the transfer of AT&T Information outside AT&T controlled facilities and network. This also applies to
electronically transmitted email communications containing AT&T Information. 

  

	19.	Use strong authentication (e.g., two factor token or digital certificates) for remote access. 


Information Security 
  

	20.	Not co-locate AT&T’s application/Information on the same physical servers with any other customer’s or Supplier’s own application/data. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	21.	Have a documented procedure for the secure backup, transport and storage of AT&T Information and provide it upon AT&T’s request. 


 

	22.	Maintain and, upon AT&T’s request, furnish to AT&T a business continuity plan that ensures that Supplier can meet its contractual obligations under the Agreement, including the requirements of any
applicable Statement of Work or Service Level Agreement. 

  

	23.	Store sensitive AT&T data elements using the strongest commercially available encryption technologies (minimum 256-bit encryption). Sensitive data elements include, but are not limited to, Personally Identifiable
Information. 

  

	24.	Limit access to AT&T Information, including, but not limited to paper hard copies, only to persons or systems authorized by AT&T under written agreement. 


 

	25.	Be compliant with any applicable government- and industry-mandated information security standards including, but not limited to, the Payment Card Industry - Data Security Standards (PCI), National Automated Clearing
House Associates (NACHA) Rules, Electronic Data Interchange (EDI), and HIPAA. 

  

	26.	Return all AT&T Information, including electronic and hard copies, within [**] - after the sooner of: (a) expiration or Termination or Cancellation of the Agreement; (b) AT&T’s request for the
return of Information; or (c) when Supplier (or its suppliers or representatives) no longer needs the Information. In the event that AT&T approves the destruction as an alternative to returning the Information, then Supplier shall certify
the destruction (e.g., degaussing, overwriting, performing a secure erase, performing a chip erase, shredding, cutting, punching holes, breaking, etc.) as rendering the Information non-retrievable 


 

	27.	Unless otherwise instructed by AT&T, when collecting, generating or creating Information for, through or on behalf of AT&T or under the AT&T brand, Supplier shall use the following AT&T proprietary
marking: 

 “AT&T Proprietary Information (Internal Use Only) 

Not for use or disclosure outside the AT&T companies 

except under written agreement” 

Identification and Authentication 
  

	28.	Assign unique userIDs to individual users. 

  

	29.	Have and use a documented UserID Lifecycle Management process including, but not limited to, procedures for approved account creation, timely account removal, and account modification (e.g., changes to
privileges, span of access, functions/roles) for all applications and across all environments (e.g., production, test, development, etc.). 

  

	30.	Enforce the rule of least privilege (i.e., limiting access to only the commands and Information necessary to perform authorized functions according to one’s job function). 


 

	31.	Limit failed login attempts to no more than [**] successive attempts and lock the user account upon reaching that limit. Access to the user account can be reactivated subsequently through a manual process requiring
verification of the user’s identity or, where such capability exists, can be automatically reactivated after [**] from the last failed login attempt. 

  

	32.	Terminate interactive sessions that have been inactive for a designated period of time, not to [**] 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	33.	Require password expiration at regular intervals not to exceed [**]. 

  

	34.	Use an AT&T-approved authentication method based on sensitivity of Information. When passwords are used, they must meet these requirements: 


 

	 	•	 	Passwords must be a minimum of [**] characters in length. 

  

	 	•	 	Passwords must contain characters from at least [**] of these groupings: alpha, numeric, and special characters. 

  

	 	•	 	Password construction must be complex and not contain names, dictionary words, combinations of words, or words with substitutions of numbers for letters, e.g., s3cur1ty. 


 

	 	•	 	Passwords must differ from the USERID by at least three positions. The new password must differ from the previous password by at least two positions. 


 

	 	•	 	The same character must not occur in three consecutive positions in the password. 

 Note:
Applications housing more sensitive Information, as identified by AT&T, may require an authentication mechanism stronger than passwords and the authentication mechanism must be approved by AT&T in advance in writing. Examples of stronger
authentication methods include tokens, digital certificates, passphrases, and biometrics. 
  

	35.	Use a secure method for the conveyance of authentication credentials (e.g., passwords) and authentication mechanisms (e.g., tokens or smart cards). 


Warning Banner 
  

	36.	Display a warning or “no-trespassing” banner on applicable login screens or pages when in Supplier’s environment and not an AT&T branded product or service. 


(example long version): 

This is an <company name> system, restricted to authorized individuals. This system is subject to monitoring. Unauthorized users, access,
and/or modification will be prosecuted. 
 (example short version): 

<company name> authorized use ONLY, subject to monitoring. All other use prohibited. 

For AT&T branded products or services or for software developed for AT&T, Supplier shall display a warning banner on login screens or
pages provided by AT&T. 
 Software and Data Integrity 
  

	37.	Have current antivirus software installed and running to scan for and promptly remove viruses. 

  

	38.	Separate non-production systems and data from production systems and data. 

  

	39.	Have a documented software change control process including back out procedures. 

  

	40.	Have database transaction logging features enabled and retain database transaction logs for a minimum of [**]. 

  

	41.	For all software developed, used or furnished and/or supported under this Agreement, review such software to find and remediate security vulnerabilities during initial implementation and upon any modifications and
updates. 

  

	42.	Perform quality assurance testing for the application functionality and security components (e.g., testing of authentication, authorization, and accounting functions, as well as any other activity designed to
validate the security architecture) during initial implementation and upon any modifications and updates. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 

 Privacy Issues 

43. Restrict access to any Personally Identifiable Information to authorized individuals. 

Monitoring and Auditing Controls 
 44.
Restrict access to security logs to authorized individuals. 
 45. Manually review security logs [**] for anomalies and document and resolve all logged
security problems in a timely manner. Amdocs logging runs continuously. Alerting is done [**]. Areas of concern are addressed and exceptions eliminated in a time mannerly. Security Operations investigates if necessary. 

46. Supplier shall retain complete and accurate records relating to its performance of its obligations arising out of these Security Requirements and
Supplier’s compliance herewith in a format that will permit audit for a period of [**], or longer as may be required pursuant to a court order or civil or regulatory proceeding. Notwithstanding the foregoing, Supplier shall only be required to
maintain security logs for a [**]. In the event Supplier is provided connectivity to AT&T, Supplier shall maintain logs of user sessions (including application to application sessions) relating to such connectivity. These session logs must
include: login identification, user request records, system configuration, and timestamps and/or duration of access. These session logs must be retained for a [**]. 

47. Upon AT&T’s request for audit, Supplier shall schedule a security audit to commence [**] from such request. In the event that AT&T, in
its sole discretion, deems a security breach has occurred, Supplier shall schedule the audit to commence [**] of AT&T’s notice requiring an audit. This provision shall not be deemed to, and shall not, limit any more stringent audit
obligations permitting the examination of Supplier’s records contained in this Agreement. 
 48. Provide AT&T, [**] from the publication of the
audit report identifying any noncompliance with these Security Requirements, a written report of completed or proposed corrective actions addressing each noncompliance found within the audit and implementation timeframes (which timeframes must be as
soon as possible, but, in any event, [**]). Supplier shall provide periodic, [**], written updates in a format acceptable to AT&T, regarding the status of the implementation of the corrective action plan in order to track the work to completion.

 Reporting Violations 
 49. Have and
use a documented procedure to follow in the event of an actual or suspected unauthorized intrusion or other security violation, including but not limited to, a physical security or computer security incident (e.g., hacker or attempted hacker
activity or the introduction or attempted introduction of a virus or malicious code), which includes immediate notification to the AT&T Computer Security Incident Response Team (ACSIRT). 

ACSIRT 24 hour contact information: 

[**] 
 50. Provide AT&T with regular status
on any actual or suspected unauthorized intrusion or other security violation updates including, but not limited to, actions taken to resolve such incident, [**] for the duration of the incident, and, [**] of the closure of the incident, a written
report describing the incident, actions taken by the Supplier during its response and Supplier’s plans for future actions to prevent a similar incident from occurring. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 

 Software Development and Implementation 

51. Ensure, prior to furnishing or development of custom software, that such software incorporates applicable AT&T security requirements as provided by
AT&T. 
 Security Policies and Procedures 

52 Ensure that all personnel, subcontractors or representatives performing work on any AT&T Information Resources or the resources used to interconnect to
AT&T resources or the resources used to house AT&T Information under this Agreement are in compliance with these Security Requirements. 
 53.
Notify AT&T of any policy changes that could impact the security controls put in place to secure AT&T’s Information. 
 54. At a minimum
annually, review these Security Requirements to ensure that Supplier is in compliance with the requirements. 
 55. Return all AT&T owned or provided
access devices (including, but not limited to, SecurID tokens, information storage devices, software, and/or computer equipment), as soon as practicable, but in no event more than [**] upon the sooner of: (a) expiration or Termination or
Cancellation of the Agreement; (b) AT&T’s request for the return of such property; or (c) when Supplier (or its suppliers or representatives) no longer need such property. 

Connectivity Requirements 
 In the
event Supplier has, or will be provided connectivity (e.g., access to AT&T’s or its customer’s network) in conjunction with this Agreement, then in addition to the foregoing, the following Security Requirements shall apply to Supplier:

  

	 	1.	In the event a data connection agreement, such as a “Master Data Connection Agreement,” “Data Connection Agreement,” and/or “Connection Supplement” (“DCA”) exists between the
Parties, and incorporates this Agreement by reference, or is otherwise integrated with, or used to govern the Parties’ connectivity obligations under, this Agreement, such DCA is hereby superseded by the terms of the Security
Requirements, effective as of the date these Security Requirements become effective under the Agreement, and the terms of such DCA are amended to require that the Security Requirements and not the DCA are controlling in the Agreement (as well as any
agreements subordinate to this Agreement). Notwithstanding the foregoing, the DCA remains in full force and effect for all other agreements between the Parties to which it applies. 


 

	 	2.	Supplier shall: 

  

	 	a.	Use only the AT&T Chief Security Office (CSO) approved facilities and connection methodologies to interconnect AT&T’s data facilities with Supplier’s data facilities and to provide access to the data
for each connection. 

  

	 	b.	NOT establish interconnection to endpoint resources other than in the United States. Interconnections to endpoint resources other than in the United States require the express prior written consent of AT&T.



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	 	c.	Provide AT&T access to any Supplier facilities during normal business hours for the maintenance and support of any AT&T equipment (e.g., router) used for the transmission of Information under this
Agreement. 

  

	 	d.	Use any AT&T equipment provided under this Agreement only for the furnishing of those Services or functionalities explicitly defined in this Agreement. 


 

	 	e.	Ensure that all Supplier interconnections to AT&T pass through the designated AT&T perimeter security gateway (e.g., firewall). 


 

	 	f.	Ensure that Supplier interconnections to AT&T terminate at a perimeter security gateway (e.g., firewall) at Supplier end of the connection. 


 

	 	3.	In addition to other rights set forth herein, AT&T shall have the right to: 

  

	 	a.	Gather information relating to access, including Supplier’s access, to AT&T networks, processing systems and applications. This information may be collected, retained and analyzed by AT&T to identify
potential security risks without further notice. This information may include trace files, statistics, network addresses, and the actual data or screens accessed or transferred. 


 

	 	b.	Immediately suspend or terminate any interconnection if AT&T, in its sole discretion, believes there has been a breach of security or unauthorized access to or misuse of AT&T data facilities or Information.


 Limited Offshore Remote Access 

To the extent approved by AT&T’s Executive Director of the Offshore Management Office, Amdocs Offshore Personnel may perform Services and access
AT&T Data on an as-needed basis (e.g., to perform after-hours work) from their home location with specifically designated and approved computers provided by Amdocs (“Remote Access Computer”), subject to the following: 

 

	 	•	 	Access to AT&T Data by Offshore Personnel will be done only by: 

  

	 	•	 	First, accessing the Amdocs network 

  

	 	•	 	Second, from the Amdocs network, accessing the AT&T network through a “Virtual Workstation” 

  

	 	•	 	Connection from the Amdocs network to the AT&T network is defined by AT&T. Currently this is done through a dedicated Business to Business (B2B) network connection. 


 

	 	•	 	Each Remote Access Computer will have Amdocs-provided anti-virus and firewall Software installed and operating in accordance with the Agreement. 


 

	 	•	 	Each Remote Access Computer will only access AT&T Data through an Amdocs-provided VPN tunnel that is authenticated using a strong two-factor token solution. 


 

	 	•	 	Amdocs will implement and enforce commercially reasonable password complexity requirements that are not less strict than those required under this Agreement. 


 

	 	•	 	 Amdocs Personnel using Remote Access Computers will only be able to connect to the Virtual Workstation or Citrix server in an AT&T facility from
the Amdocs network using 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.010 

 


	 	 
Microsoft Remote Desktop Connection or Citrix ICA protocol. Only domain accounts will be allowed to connect to such computers and those domain accounts will be configured by Amdocs on the target
computers (i.e., the AT&T facility computer) as having permission to connect. Local accounts on that computer shall not be configured or allowed. Only accounts under the security control of the Windows domain will be permitted.



  

	 	•	 	All traffic over the public internet shall be highly encrypted (i.e., at least 128 byte encryption). 

  

	 	•	 	Session timeouts shall be enabled by Amdocs, per AT&T guidelines. 

  

	 	•	 	Security audit logs will be maintained by Amdocs to track system events, including login attempts, user sessions, logoffs, configuration changes, and other pertinent events and data. 


 

	 	•	 	Virtual Workstations will be configured such that Offshore Amdocs Personnel will be unable to download or copy AT&T Data to their local devices such as disk drives, USB drives, writeable CDs, etc. Such configuration
settings will be controlled centrally and editable only by authorized administrators. 

  

	 	•	 	Amdocs will be responsible for all costs associated with setting up the offshore remote access solution, as described above. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 22 








 Agreement Number 02026713.A.010 

Appendix 10 
 Governance

 Table of Contents 
  

									
	 1.0
	 	     INTRODUCTION
	  	 	24	  
			
	 2.0
	 	     ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS
	  	 	25	  
				
		 	 2.1
	  	 AT&T
	  	 	25	  
				
		 	 2.2
	  	 AMDOCS
	  	 	31	  
			
	 3.0
	 	     COMMITTEES AND TEAMS
	  	 	34	  
				
		 	 3.1
	  	 EXECUTIVE STEERING COMMITTEE
	  	 	34	  
				
		 	 3.2
	  	 MANAGEMENT COMMITTEE
	  	 	36	  
				
		 	 3.3
	  	 SERVICE DELIVERY COMMITTEE
	  	 	38	  
				
		 	 3.4
	  	 TECHNICAL STEERING COMMITTEE
	  	 	40	  
				
		 	 3.5
	  	 PROGRAM STEERING COUNCIL
	  	 	41	  
				
		 	 3.6
	  	 PROGRAM TEAM
	  	 	42	  
			
	 4.0
	 	     ISSUE ESCALATION PROCEDURES
	  	 	44	  


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 23 








 Agreement Number 02026713.A.010 

This Governance procedure will be applicable to Services provided under this Agreement when the Parties so agree in an applicable Work Order. Capitalized
terms not defined in this Schedule have the meaning given in the Agreement. Any capitalized term not defined has its generally understood meaning in the context in which it is used in the IT industry. 

 

	1.0	INTRODUCTION 

 This Schedule sets out the Governance structure for the Agreement, the roles
and responsibilities of both Parties to maintain a working relationship, and the type, content and frequency of the status meetings that will be held. AT&T’s Contract Executive, Contract Manager, Contract Administrator, Quality Assurance
Program Manager, Business Unit Coordinator, Finance Manager, Transition Manager, Service Level Managers, Technology Architecture Program Managers and AT&T Retained and Vendor Employee Support Manager comprise the “AT&T Governance
Team.” Amdocs’ Account Executive, Account Manager, Transition Manager, Architecture Manager, Service Delivery Managers, Resourcing Manager, Service Control Manager, Finance Manager, and Human Resource Director comprise the “Amdocs
Governance Team.” Amdocs shall replace any member of Amdocs’ Governance Team upon reasonable request by AT&T to Amdocs. The AT&T Governance Team and the Amdocs Governance Team are collectively referred to in this Agreement as the
“Governance Team.” Costs for Amdocs activities associated with the Governance Team and committees shall be paid by Amdocs and not be billed to AT&T. 

Upon notice to the other Party, each Party reserves the right to replace or substitute members of its own Governance Team in accordance with this Agreement
and change the titles and responsibilities of members of its Governance Team (with members that have equivalent decision-making authority). Notwithstanding anything in this Agreement to the contrary, representatives from any AT&T Affiliate shall
have the opportunity to attend and participate in Governance Team meetings as requested by AT&T. 
 A Party may fill multiple positions in its
Governance Team with the same individual; provided, however, that the Amdocs Account Executive and the Amdocs Account Manager shall be separate individuals. At the reasonable request of AT&T (whether in connection with the addition of or other
Change to the Services), Governance Team positions may be increased or decreased to address areas or issues in the scope of Services or other obligations of the Parties under the Agreement. 

With respect to meetings under this Agreement, such meetings may be held by teleconference or videoconference, unless AT&T reasonably requests that such
meetings be held in person at a location designated by AT&T. 
 If the two Parties cannot agree to what is reasonable, the Governance Escalation process
will be followed. Each Party shall bear its own expenses (travel or otherwise) in connection with the meetings. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	2.0	ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS 

  

	2.1	AT&T 

  

	2.1.1	AT&T Contract Executive 

 AT&T’s Contract Executive’s responsibilities include: 

Managing the overall relationship with Amdocs under this Agreement. 

Providing leadership and guidance to the AT&T Governance organization. 

Working with the Amdocs Account Executive and Amdocs Account Manager to progress the goals and objectives of the arrangement.

 Resolving escalated issues in accordance with the Governance escalation procedures. 

Providing liaison activities and guidance with Amdocs’s corporate executive leadership in regard to the strategic needs
of AT&T. 
 Serving as the primary interface to AT&T IT senior management. 

Providing overall oversight of the Agreement including services, technical and financial oversight. 

Providing input to Long Range IT Planning activities and the disaster/business continuity strategy. 

 

	2.1.2	AT&T Contract Manager 

 AT&T’s Contract Manager has primary operational responsibility for
the Agreement and monitoring Amdocs deliverables and commitments. The Contract Manager’s responsibilities include: 

Monitoring Amdocs and AT&T compliance with the obligations of the Agreement. 

Monitoring Amdocs Agreement level deliverable commitments. 

Tracking fulfillment of Amdocs deliverables. 

Managing benchmarking activities, according to the Agreement. 

Managing the AT&T Governance organization including committee establishment and oversight. 

Resolving escalated issues according to the Governance escalation procedures. 

Approving or declining all work requests that are in excess of pre-established expenditure amounts or circumstances,
including New Services. 
 Managing service level base-lining activities as defined in Schedule F. 

Evaluating Service Level Credits and approving any action plans resulting from critical Service Level Failures. 

Approving, authorizing and overseeing all Agreement related policies and procedures. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Authorizing Amendments to the Agreement. 

Coordination of AT&T third party matters including contract management, leases, and license management, except to the
extent the Agreement expressly requires Amdocs to provide such coordination (e.g., Managed Third Parties). 
 Coordination
with the Amdocs Contract Manager concerning operational activities associated with all Amdocs Personnel including onsite and offshore resources. 

Providing contractor sponsorship. 

Developing and providing metric reporting for AT&T IT leadership. 

 

	2.1.3	AT&T Contract Administrator 

 AT&T’s Contract Administrator has primary administrative
responsibility for the Agreement including the management of all reporting and updates to the Agreement. The Contract Administrator’s responsibilities include: 

Ensuring receipt and review of all Amdocs reports required by the Agreement. 

Serving as the single point of contact for all requests and communications originating from Amdocs with respect to the
Agreement. Except for [**] communications for which alternative procedures are described elsewhere in the Agreement, Amdocs shall direct all requests and communications required by, permitted under or made in connection with the Agreement to the
AT&T Contract Administrator. 
 Developing standard reporting and communication requirements between Amdocs and various
staff and organizations within AT&T. 
 Developing and assisting with negotiations and dispute resolution related to
all addendums and updates to the Agreement that are required during the Term. 
 Assisting with interpretation and intent
of the Parties in regard to the terms and conditions of the Agreement. 
 Assuring ability to audit Amdocs processes. 

Oversight of Agreement Amendment process. 

Managing the dispute resolution process as needed for the Agreement. 

Administration of Policy and Procedure Manual changes. 

Serving as a single point of contact for any document retention notices, tax surveys, insurance surveys and general data
calls. 
 Performing facilities management to ensure appropriate facilities are available to Amdocs with the required
environmental equipment services. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	2.1.4	AT&T Quality Assurance Program Manager 

 AT&T’s Quality Assurance (QA) Program Manager has
the overall responsibility for tracking the quality of Amdocs’ software development processes and deliverables. The Quality Assurance Program Manager’s responsibilities include: 

 

	 	1.	Developing and implementing processes and procedures to monitor, measure and report quality, reliability and performance of Amdocs’ deliverables, and their conformance to requirements (business and technical).


  

	 	2.	Verifying, monitoring and reporting to AT&T Amdocs’ compliance against: 

  

	 	a.	IT Unified Process (ITUP), ITS Quality System standards and SEI CMM Level 2/3 processes. 

  

	 	b.	Amdocs’ Software Quality Assurance (SQA) plans and activities. 

  

	 	c.	Amdocs’ Software Configuration Management (SCM) plans and activities. 

  

	 	d.	Amdocs’ test plans, test activities and test performance. 

  

	 	3.	Conducting scheduled QA reviews and audits to verify that the Amdocs Project activities and Services are following the AT&T Strategic Decisions, standards and communicating results to the Service Delivery Committee.


  

	 	4.	Conducting post-Project reviews to identify Amdocs processes and activities that worked well, along with areas of improvement. 

  

	 	5.	Monitoring Amdocs defect resolutions and Root Cause Analysis of problems. 

  

	2.1.5	AT&T Business Unit Coordinator 

 AT&T’s Business Unit Coordinator has the overall
responsibility for AT&T’s customer relationship with Amdocs and fulfilling AT&T’s obligations under the Transition Plan. The Business Unit Coordinator’s responsibilities include: 

Providing advice and counsel to AT&T business units regarding the terms and conditions of the Agreement. 

Providing support to AT&T business units in regard to questions and issues arising from the delivery of Services. 

Acting as the primary interface between Amdocs’ organization and the AT&T business unit in regards to issue
management and problem escalation. 
 Assisting AT&T’s client facing organization with documenting, reviewing, and
tracking Change Requests, Work Requests and Service issues (problems/defects). 
 Identifying and escalating service issues
related to specific business units until resolved. 
 Facilitating the project approval process and work authorization in
accordance with the processes described in the Policy and Procedures Manual. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Overseeing Projects and their status for the AT&T business unit. 

Reviewing and approving or rejecting the AT&T business units’ User Acceptance Testing activities. 

Oversight of Amdocs customer satisfaction survey activities. 

Managing AT&T’s obligations and service. 

Approving or rejecting the Transition Plan. 

Monitoring the implementation of Amdocs’ service delivery plan. 

Monitoring all service delivery processes and tracking that the Service Level reporting mechanisms are established and
operational to AT&T’s satisfaction. 
 Monitoring all service delivery processes and deliverables to ensure
Amdocs’ compliance with regulatory requirements. 
 Establishing and coordinating Amdocs demarcation with
AT&T’s business-operating environment for the entire account. 
 Oversight of any Amdocs End User training
activities. 
  

	2.1.6	AT&T Finance Manager 

 AT&T’s Finance Manager oversees all financial activities related to
the Agreement and the delivery of Services. The Finance Manager’s responsibilities include: 
 Assisting the AT&T
Area Financial Manager in establishing and managing the overall budget in connection with the Agreement. 
 Performing any
required research and analysis required in connection with the verifications contemplated in any Work Order. 
 Monitoring
that savings objectives for the Agreement are being met. 
 Assisting the AT&T Area Financial Manager in reviewing and
approving or rejecting financial analysis for all Amdocs sponsored initiatives to ensure financial viability. 
 Assisting
in and supporting, as needed, the review of [**] charges to assure the accuracy of Amdocs charges, AT&T Service Level Credits, AT&T retained costs and pass-through expenses. 

Ensuring that anticipated and agreed-upon Amdocs financial responsibilities are not converted to AT&T retained or
pass-through expenses, except as provided under the Agreement. 
 Establishing and maintaining the AT&T charge back
process and systems. 
 Performing AT&T cost management activities, including affiliate allocations and capitalization
forecasting and tracking. 
 Providing oversight of asset management operations. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	2.1.7	AT&T Service Level Manager 

 AT&T’s Service Level Manager oversees all Service Level
management activities related to the Agreement and the delivery of Services. The Service Level Manager’s responsibilities include: 

Analyzing [**] Service Level reports prepared by Amdocs, reviewing anomalies and trends in performance and continuous
improvement. 
 Coordinating and communicating [**] Service delivery issues. 

Addressing, co-coordinating and prioritizing the issues affecting the provision of the Services to AT&T. 

Reviewing and escalating operational problems and issues to the Management Committee in accordance with the Policies and
Procedures Manual. 
 Determining Service Level Credits where appropriate. 

Reviewing root cause analysis and action plans resulting from a Critical Service Level Failure. 

Rebaselining performance targets on an annual basis to account for continuous improvement contractual requirements. 

Developing semi-annual inventory of Service Level additions, deletions and modifications. 

Ensuring receipt and review of all Amdocs reports required by the Agreement. 

Reviewing and adjusting the following, as directed by the Management Committee: 

Continuous improvement and quality assurance measures. 

Customer satisfaction surveys. 

Audits. 

Benchmarking results. 
  

	2.1.8	AT&T Transition Manager 

 AT&T Transition Manager has overall AT&T responsibility for
activities associated with the transition of the Transitioned Personnel and Subcontractors to Amdocs. The Transition Manager’s responsibilities include: 

Coordinating the transition of AT&T’s Transitioned Personnel, Subcontractors and Equipment to Amdocs under the
applicable Transition Plan. 
 Monitoring Amdocs’ strategies for the transition of the infrastructure necessary to
operate the account including all financial, human resources, security, facilities and communication. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Assist Amdocs in developing and implementing each detailed Transition Plan.

 Establishing an interim transition organization and assisting the AT&T Contract Manager in developing the Governance
Organization. 
 Providing guidance to Amdocs related to the Policy and Procedures Manual development. 

 

	2.1.9	AT&T IT Architecture Program Managers 

 AT&T’s IT Architecture Program Managers will have
the primary responsibilities to review technical and architecture standards compliance. The IT Architecture Program Managers’ responsibilities include: 
  

	 	1.	Developing processes and procedures to track that Amdocs’ services are in alignment with the AT&T business and AT&T IT architecture strategies. 


 

	 	2.	Coordinating the IT architectural standards of AT&T and working with AT&T and Amdocs to develop the Long Range IT Plan, as described in Schedule D, Part 1. 


 

	 	3.	Reviewing and approving or rejecting Amdocs’ solution approach, including but not limited to: 

  

	 	a.	Technical architecture designs at a level of detail that provides AT&T appropriate visibility into the application design to evaluate compliance with AT&T standards. 


 

	 	b.	Logical and physical data models. 

  

	 	c.	Data access methods and call patterns. 

  

	 	4.	Reviewing and approving specific Project plans and Change Requests to comply with the Long Term IT Plan. 

  

	 	5.	Reviewing designs/architecture/approval data models. 

  

	 	6.	Ensuring Amdocs’ compliance with AT&T IT software and hardware currency requirements. 

  

	 	7.	Providing oversight of Amdocs activities associated with Disaster Recovery and planning. 

  

	2.1.10	AT&T Retained and Vendor Employee Support Manager 

 AT&T’s Retained and Vendor Employee
Support Manager will have the primary responsibility of coordinating service requests. The Support Managers’ responsibilities include: 
  

	 	1.	Coordinating customer service requests related to AT&T Facilities and Equipment for Amdocs Personnel at AT&T Facilities. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	2.2	Amdocs 

  

	2.2.1	Amdocs Account Executive 

 Amdocs’ Account Executive has complete authority and responsibility to
deliver all Services from Amdocs to AT&T. The Account Executive’s responsibilities include: 
 Managing the
overall relationship regarding Amdocs and AT&T under this Agreement. 
 Ensuring that Amdocs fulfills all of its
obligations under the Agreement. 
 Working with the AT&T Governance Team to establish, manage, and meet commitments,
requirements, and expectations. 
 Working with AT&T executives and business unit managers after approval from AT&T
to align the delivery of Services with the strategic needs of AT&T; such activities will be performed with the approval and in conjunction with the AT&T Contract Manager. 

Informing AT&T about new corporate capabilities and developments within Amdocs’ organization; proposing ideas and
solutions that will provide ongoing benefit to AT&T. 
 Responding, or ensuring the response by Amdocs’ subject
matter experts, to all requests for strategic or relationship-wide questions or requests from AT&T. 
 Assisting with
interpretation and intent of the Parties in regard to the terms and conditions of the Agreement. 
  

	2.2.2	Amdocs Account Manager 

 Amdocs’ Account Manager will have primary business operating performance
responsibility for the account and will ensure that all delivery commitments and deliverables required under the Agreement are provided to AT&T. The Account Manager’s responsibilities include: 

Working with the AT&T Contract Manager to manage and meet commitments, requirements and expectations. 

Ensuring that all Service Levels are met. 

Ensuring that Amdocs’ performance requirements as they relate to AT&T business requirements and business objectives
are satisfied. 
 Ensuring operational compliance with the Agreement and ensuring that Amdocs fulfills its obligations
under the Agreement, including all obligations relating to Deliverables. 
 Establishing and executing the account
management disciplines, business management processes, and associated reporting. 
 Ensuring prompt identification and
resolution of service delivery issues. 
 Ensuring that Amdocs’ performance requirements as they relate to the
AT&T strategic business planning (i.e., business and architecture, strategic options, business assessment, business operating plans) requirements are met. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Staffing and leading the Amdocs management team and project staff. 

Accepting requests for new Projects from AT&T and ensuring that such requests are handled pursuant to the Change
Management Procedures set forth in Section 9.6 of the Agreement, applicable Schedules and the Policy and Procedures Manual. 

Ensuring the delivery to AT&T of all data that Amdocs is obligated to provide to AT&T under the Agreement as well as
all data reasonably requested by AT&T. 
 Coordination with the AT&T Contract Manager concerning operational
activities associated with all Amdocs Personnel including onsite and offshore resources 
  

	2.2.3	Amdocs Transition Manager 

 Amdocs’ Transition Manager has the overall responsibility for the
successful transition of the Transitioned Employees and applicable subcontractors to the Amdocs account team while ensuring that Service Levels and AT&T satisfaction are maintained. The Transition Manager’s responsibilities include: 

Establishing the account infrastructure necessary to operate the account including all financial, human resources, security,
facilities and communication functions. 
 Developing and implementing the service delivery plan. 

Installing all service delivery processes and ensuring that the Service Level reporting mechanisms are established and
operational. 
 Transitioning all of AT&T’s applicable personnel and subcontractors seamlessly to Amdocs. 

Establishing the business-operating environment for the entire account. 

Responding to all AT&T reasonable requests for information related to the Transition Services. 

 

	2.2.4	Amdocs Architecture Manager 

 Amdocs’ Architecture Manager will be responsible for liaison with the
AT&T IT architecture team and ensure that architectural initiatives and decisions are fully supported and executed. The Amdocs Architecture Manager’s responsibilities include: 

Interfacing with and fully supporting the AT&T IT architecture team. 

Ensuring compliance with the Long Range IT Plan. 

Coordinating and facilitating sharing of architectural information between AT&T and Amdocs. 

 

	2.2.5	Amdocs Service Delivery Managers 

 Amdocs’ Service Delivery Managers will have the primary
responsibility to deliver the Services. The Service Delivery Managers’ responsibilities include: 
 Managing all
Service Levels and Agreement commitments. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Staffing all Service delivery with the appropriate level of trained
personnel. 
 Forecasting resource requirements and managing resourcing requirements. 

Ensuring that AT&T’s IT architectural standards are met and working with AT&T to develop the Long Range IT Plan.

 Providing support to AT&T and End Users in accordance with the problem management process. 

Implementing Amdocs’ development methodology as tailored to meet AT&T development standards. 

Providing all Service Level reporting to AT&T and the service control function. 

Implementing and meeting the requirements of the AT&T business continuity plans. 

 

	2.2.6	Amdocs Resourcing Manager 

 Amdocs’ Resourcing Manager will be responsible to manage and execute
resource allocation strategies applicable to this Agreement. The Resourcing Manager’s responsibilities include: 

Managing transition of assigned subcontractors. 

Managing Amdocs relationships. 

Managing selection of Subcontractors (e.g., permitted offshore subcontractors). 

Managing shared resource centers within the AT&T account. 

Managing overall resource levels in accordance with AT&T resource requirements. 

 

	2.2.7	Amdocs Service Control Manager 

 Amdocs’ Service Control Manager will be responsible for delivering
the metrics program for the account and overseeing the implementation of the account system development methodology. The Service Control Manager’s responsibilities include: 

Interfacing as needed with AT&T. 

Establishing Amdocs’ metrics program. 

Providing direction for the account program office function. 

Constructing the performance reports and managing the [**] reporting. 

Establishing Amdocs benchmarking methodology in accordance with the Agreement. 

Introducing Amdocs’ methodology on the account, modifying it to meet AT&T development standards, and ensuring that
this methodology is implemented on the account. 
 Providing training as required by the Agreement. 

Providing process ownership for service delivery processes. 

Providing Amdocs’ quality assurance function. 

Implementing a client satisfaction survey for the account, according to the Agreement. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	2.2.8	Amdocs Finance Manager 

 Amdocs’ Finance Manager will be responsible for all financial, billing,
Agreement compliance and new business management functions. The Finance Manager’s responsibilities include: 

Providing the [**] invoice and all account billing and reporting functions. 

Implementing and managing Amdocs’ financial system including time recording, labor reporting, billing, budgeting,
forecasting, and annual planning. 
 Acting as the primary Amdocs focus for new service establishment for AT&T. 

Managing other administrative functions including physical and logical security, facilities and contracts. 

Providing financial reporting in accordance with the Agreement. 

 

	2.2.9	Amdocs Human Resource Director 

 Amdocs’ Human Resource Director will be responsible for personnel
policies or process administration. The Human Resource Director’s responsibilities include: 
 Establishing all
personnel administration policies for the AT&T account. 
 Providing the Human Resource management function for the
AT&T account. 
 Providing the recruitment and placement function for the AT&T account. 

Providing the communication forms for the AT&T account. 

Interfacing with the AT&T Contract Manager on personnel issues. 

Submitting the quarterly resource roster to the AT&T Contract Administrator and informing AT&T with reasonable
advance notice of any changes to the then current roster. 
  

	3.0	COMMITTEES AND TEAMS 

  

	3.1	Executive Steering Committee 

 The Parties will form and name members of an Executive Steering Committee.
The Executive Steering Committee will have executive management responsibility for the Agreement and for the relationship between the Parties and shall provide business oversight and ensure the alignment of the Long Range IT Plan and Service
delivery objectives. This committee will also assist the AT&T Contract Manager and the Amdocs Account Manager in decisions that directly affect the Agreement. AT&T’s Contract Manager and an Amdocs Account Manager will be appointed by
each respective Party to liaise with the Executive Steering Committee and to monitor and resolve where possible any issues raised by the AT&T Service Level Manager and the Amdocs Service Delivery Managers. The AT&T Service Level Manager and
Amdocs Service Delivery Managers will carry out the [**] coordination of Service delivery, and include other AT&T representatives as required. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 AT&T and Amdocs will jointly develop and implement agreed performance management and business assurance
processes. 
 Amdocs will deploy the performance management and business assurance processes at the Sites to ensure the stable start-up and efficient
delivery of the Services. 
  

	3.1.1	Members 

 The Executive Steering Committee will be chaired by the AT&T Contract Manager and will be
comprised of the following individuals: 
 AT&T Contract Executive. 

AT&T Contract Manager. 

Amdocs Account Executive. 

Amdocs Account Manager. 

Other AT&T and Amdocs Personnel as required. 
  

	3.1.2	Key Responsibilities 

 The Executive Steering Committee’s responsibilities include the following:

 Ensuring business alignment between the Parties, analysis of AT&T and Amdocs business plans, and oversight of new or
modified Services during the Term. 
 Developing strategic requirements and plans associated with the Services during the
Term. 
 Ensuring that the annual technology plan is in accordance with and supports the Long Range IT Plan. 

Agreeing to and periodically reviewing the authority of the committees and makeup of the individual members of the Management
Committee and the Service Delivery Committee. 
 Approving the Management Committee report and recommendations, including
review of the following: 
 Transition Plan implementation, including progress and achievement of Critical Deliverables and
key activities. 
 Service Level reports and modifications. 

Continuous improvement and quality assurance measures. 

Reset of Critical Service Levels. 

Financial issues and performance. 

Approving the Management Committee report and recommendations, including review and approval of the following: 

Customer satisfaction surveys, according to the Agreement. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Audit results. 

Benchmarking results according to the Agreement. 

Attempting to resolve issues escalated by the Management Committee. 

Resource plans according to the Agreement. 

Escalated issue resolution. 
  

	3.1.3	Meetings 

 The Executive Committee will meet upon the request of either Party, no less than [**] but no
more than [**] without the consent of both Parties. The Party requesting the meeting shall prepare and distribute a written agenda at least [**] prior to the meeting. Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within [**] after each meeting. 
  

	3.2	Management Committee 

 Prior to the Commencement Date, the Parties will establish a Management Committee.
The names and titles of the representatives serving on the initial Management Committee are attached to this Schedule. 
  

	3.2.1	Members 

 The Management Committee will be chaired by AT&T’s Contract Manager and will be
comprised of the following individuals: 
 AT&T Contract Manager. 

AT&T Contract Administrator. 

AT&T Finance Manager. 

Amdocs Account Manager. 

Amdocs Finance Manager. 

Other AT&T and Amdocs Personnel as required. 
  

	3.2.2	Authority 

 Subject to direction and approval from the Executive Steering Committee and to the authority
derived from the Change Management Procedures set forth in the Agreement, the Management Committee will have general authority and responsibility regarding: 

Approving changes to the Agreement. 

Adding, modifying, and/or removing Services covered by the Agreement. 

Operational, technical, financial, and general management oversight of the Agreement. 

Resolving issues escalated by the Service Delivery Committee. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Notwithstanding the foregoing, any addition to, removal from or modification of the Services shall require
the written consent of the AT&T Contract Executive and the AT&T Contract Manager. Any change or amendment to the Agreement shall not take effect unless such change or amendment is in writing and signed by an authorized representative of each
Party authorized to make such changes. 
  

	3.2.3	Key Responsibilities 

 The Management Committee’s responsibilities include: 

Managing the performance of the Parties’ respective roles and responsibilities under the Agreement. 

Implementing the Agreement. 

Managing risks and opportunities for improvement. 

Monitoring Service delivery and transition activities based on reporting and coordination with the Service Delivery
Committee. 
 Considering and approving, where possible, operational and technical changes in accordance with the Change
Management Procedures. 
 Considering and approving, where possible, changes to the Agreement and to the Services in
accordance with the Change Management Procedures set forth in the Agreement. 
 Seeking to resolve any issues escalated by
the Service Delivery Committee. 
 Escalating any issues not resolved by the Management Committee to the Executive Steering
Committee. 
 Producing Management Committee summary reports and submitting them for Executive Steering Committee review.

 Monitoring the following and reporting, as required, to the Executive Steering Committee with respect to: 

Service Levels, Service Level Credits and Earn Back. 

Continuous improvement and quality assurance measures. 

Proposals for reset of Service Levels. 

Review of financial performance. 

Pricing. 

Approving the following and reporting, as required, to the Executive Steering Committee with respect to: 

Customer satisfaction surveys, according to the Agreement. 

Audit results. 

Benchmarking results according to the Agreement. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Monitoring and reviewing the ongoing status of third party contracts as
appropriate and according to the Agreement. 
 Initiating the recommendations and suggestions made by the Executive
Steering Committee relating to the Services and the Agreement. 
 Ensuring the implementation of process/infrastructure,
financial and resource plans. 
 Recommending changes to the Policy and Procedures Manual submitted to AT&T for
approval. 
 Reviewing business and technical proposals submitted by AT&T business sponsors or Amdocs Personnel. 

Recommending new proposals to the Executive Steering Committee. 

Providing advice and direction to the Service Delivery Committee for performance improvement. 

Preparing the following reports: 

Summary Executive Reports. 

Global Management Report. 

Service Level Reporting. 

Transition Reports. 

Delegating any powers it considers appropriate to the Service Delivery Committee. 

 

	3.2.4	Meetings 

 The Management Committee will meet, at a minimum, [**], and at other times as agreed between
the Parties, to review: 
 Management of the Agreement. 

Service delivery. 

Transition management. 

Change management. 

Technical planning. 
 Either
Party may include items on a written agenda that Amdocs shall distribute at least [**] prior to the meeting. Amdocs shall keep minutes of each meeting and shall distribute the minutes to AT&T within [**] after each meeting. 

 

	3.3	Service Delivery Committee 

 Prior to the Commencement Date, the Parties will establish a Service
Delivery Committee. The names and titles of the representatives serving on the initial Service Delivery Committee are attached to this Schedule. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	3.3.1	Members 

 The Service Delivery Committee will be comprised of the following individuals: 

AT&T Service Level Manager. 

AT&T Business Unit Coordinator. 

Amdocs Service Delivery Managers. 

Other AT&T and Amdocs Personnel as required. 
  

	3.3.2	Authority 

 The Service Delivery Committee will have authority regarding: 

Review and approval, where possible, of the short-term and long-term plans and activities in regard to the delivery of the
Services. 
 Resolution of Service delivery problems. 

Upward notification of all issues that might result in the addition to, deletion from, or modification of the Services, or
the terms of the Agreement, irrespective of the initiating Party. 
 Agreement of Service delivery initiatives. 

 

	3.3.3	Key Responsibilities 

 The Service Delivery Committee’s responsibilities will be determined and
delegated in each case by the Management Committee and may include matters within the relevant region including: 

Implementing the Transition Plan and monitoring Service delivery. 

Monitoring Critical Deliverables and Service Levels. 

Coordinating and communicating [**] Service delivery issues; addressing, co-coordinating and prioritizing the issues
affecting the provision of the Services to AT&T. 
 Reviewing and escalating operational problems and issues to the
Management Committee and in accordance with the Policy and Procedures Manual. 
 Reviewing and scheduling change requests
in accordance with the Change Management Procedures. 
 Ensuring efficient flow of documentation as required by the
Agreement. 
 Handling disputes within the authority of the AT&T and Amdocs representatives, and referring others to
the Management Committee. 
 Submitting issues concerning the relationship between the Parties to the Management Committee
for its guidance and recommendations. 
 Submitting reports to the Management Committee. 

  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Advising the Management Committee of new opportunities and proposals. 

Identifying and referring matters outside the authority of AT&T and Amdocs representatives to the Management Committee.

 Reviewing and presenting recommendations and suggestions made by AT&T representatives and Amdocs representatives
relating to the Services and initiating appropriate actions. 
 Identifying issues that may have an impact outside the
relevant Sites and referring these to the Management Committee and to other Sites as required. 
 Monitoring and reviewing
the ongoing status of third party contracts. 
 Reviewing and adjusting the following, as directed by the Management
Committee: 
 Service Levels. 

Continuous improvement and quality assurance measures. 

Customer satisfaction surveys, according to the Agreement. 

Audits, according to the Agreement. 

Benchmarking results, according to the Agreement. 

Preparing the following reports: 

Management reports. 

Service Levels and Service delivery results, as required. 

Minutes. 
  

	3.3.4	Meetings 

 The Service Delivery Committee will meet, at a minimum, [**], and at other times as directed
by the Management Committee, to review: 
 Agreement issues. 

Service Delivery. 

Transition management. 

Projects. 
 Amdocs shall keep
minutes of each meeting and shall distribute the minutes to AT&T within [**] after each meeting. 
  

	3.4	Technical Steering Committee 

 Within [**] days following the Effective Date, a Technical Steering
Committee will be established by the Parties to focus on the development of the annual and Long Range IT Plans. The Technical Steering Committee will meet [**], and at other times as agreed between the Parties. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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	3.4.1	Members 

 The Technical Steering Committee will be chaired and the agenda set by the AT&T IT
Architecture Manager and will be comprised of the following individuals: 
 AT&T Contract Manager or their nominated
deputy. 
 AT&T IT Architecture Manager. 

AT&T ADM Manager. 

AT&T infrastructure and maintenance Manager 

AT&T Business Unit Coordinator. 

Amdocs Account Manager. 

Amdocs assigned Chief Technology Officer for AT&T. 

AT&T and Amdocs subject matter experts. 
  

	3.4.2	Key Responsibilities 

 The Technical Steering Committee’s responsibilities include: 

Reviewing Amdocs’ input for the Long Range IT Plan. 

Using management reports and any other appropriate sources to research, develop, review and approve technical initiatives to
address business problems and opportunities as agreed by the Executive Steering Committee and the Management Committee. 

Providing advice and guidance to the Management Committee for technical improvement and making recommendations directly to
AT&T and Amdocs on issues affecting the technical infrastructure that supports the AT&T business operations. 

Reviewing technical policy standards and making recommendations to the Management Committee. 

Reviewing Amdocs’ migration plan to ensure compliance with AT&T standards. 

Reviewing any proposals for reductions in the costs of the Services driven by new technology. 

AT&T shall keep minutes of each Technical Steering Committee meeting and shall distribute the minutes within [**] after each meeting. 

 

	3.5	Program Steering Council 

 A Program Steering Council (PSC) and Program Team (PT) will be established for
any major Program initiated by the business or IT. The PSC is focused on guidance and resource allocation for Projects within a specific business area. The PSC directs the PT and provides go/no-go and redirect decisions. PSC meetings will be
conducted at a minimum of once every [**] using the conference call format and should be limited to [**] where possible and follow a standard sequence of events per 

  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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a predetermined agenda. At a minimum, the standard agenda will include a report out of the current status and metrics of the program and a discussion of open issues that need to be addressed by
the PSC. The program coordinator will facilitate the PSC status calls and capture/document/distribute action items and minutes from each call. 
  

	3.5.1	Members 

 The PSC will be chaired by the AT&T program sponsor and will be comprised of the following
individuals: 
 AT&T Contract Manager or their nominated deputy. 

AT&T Business Unit Coordinator. 

AT&T IT Architecture Manager. 

AT&T ADM manager. 

AT&T infrastructure and maintenance manager. 

AT&T Business Representatives. 

Amdocs Account Manager. 

Amdocs assigned Chief Technology Officer for AT&T. 

AT&T and Amdocs subject matter experts. 
  

	3.5.2	Key Responsibilities 

 The PSC responsibilities include: 

 

	 	1.	Charter the project team that will implement the project. 

  

	 	2.	Assign individuals to lead and approve membership in the PT. 

  

	 	3.	Make “go,” “no-go,” or “redirect” decisions for projects at decision point meetings. 

  

	 	4.	Establish priorities and make decisions on personnel and financial resource allocation for projects at each phase of the process. 

  

	 	5.	Review status of the project on an on-going basis and make adjustments to resources, activities and/or priorities as necessary. 

  

	 	6.	Report progress and escalate issues as appropriate to the senior leadership team (SLT). 

  

	3.6	Program Team 

 The PSC and PT will be established for any major program initiated by the business or IT.

 The PT reports to the PSC and is a decision making body made up of AT&T business personnel and IT leaders who are responsible for the successful
delivery of business capabilities. This team is responsible for the delivery of end-to-end business solutions, including both the IT and business components. PT membership may be modified from phase to phase to ensure that necessary disciplines are
represented. 

  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 AT&T business personnel appoint the Program Team (PT) leader. The PT leader is responsible for ongoing
communications with the SLT. Membership in the PT is split evenly between the business and IT. PT meetings will be conducted at a minimum of [**] using the conference call format and should be limited to [**] where possible and follow a standard
sequence of events per a predetermined agenda. At a minimum, the standard agenda will include a report out of the current status and a discussion of open issues that need to be addressed by the PT. 

The PT has the responsibility to: 
  

	 	1.	Make decisions on behalf of their representative functional area/organization. 

  

	 	2.	Ensure the timeliness and quality of Project deliverables. 

  

	 	3.	Communicate project information to stakeholders and supporting team members in their respective functional area/organization. 

  

	 	4.	Ensure consensus on all agreed schedules, work estimates and priorities by those performing the work. 

  

	 	5.	Coordinate the direction and efforts of the Project with other Projects in the program. 

  

	 	6.	Assign individuals to lead and approve membership in the project team. 

  

	 	7.	Charter the Project team that will implement the Project. 

  

	 	8.	Make “go/no-go” decisions for the Project at key milestones. 

  

	 	9.	Establish priorities and make decisions on personnel and financial resource allocation at each phase of the Project. 

  

	 	10.	Resolve issues that cannot be handled by the Project team. 

  

	 	11.	Report progress and escalate issues that cannot be resolved to the PSC. 

  

	 	12.	Review status of the Project on an on-going basis and make adjustments to resources, activities and/or priorities as necessary. 

  

	3.6.1	Members 

 The PT will be chaired by the AT&T Program Team leader and will be comprised of the
following individuals: 
 AT&T IT personnel representing the following areas: architecture, infrastructure, project
management, implementation, and quality assurance. 
 Amdocs personnel representing the following areas: software
development, implementation, quality assurance, and infrastructure. 
 AT&T business personnel representing the
appropriate functional areas including training. 

  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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	4.0	ISSUE ESCALATION PROCEDURES 

 From time to time, issues will arise that cannot be resolved at the various
levels of management within the AT&T and Amdocs teams. Issues that cannot be resolved will be escalated as follows: 

Notification: Either Party may decide that escalation is desirable when resolution of an issue appears unachievable at the
current management level. The Party desiring escalation will provide written notice of its intention to the members of the other Party currently involved in the dispute. At either Party’s request, the members currently engaged in attempting to
resolve the issue shall meet again to attempt resolution of the issue prior to escalation to the next level. If the issue cannot be resolved at the current management level, the issue will then be escalated after good faith attempts by both Parties
to resolve the issue at the current level. 
 Documentation: Both Parties will jointly develop a short briefing document
for escalation that describes the issue, relevant impact and positions of both Parties. 
 Request for Assistance: A
meeting will be scheduled with appropriate individuals. The brief will be sent in advance to the participants. 
 Issues
will be escalated for review and resolution to the next level of management as follows: 
 The Amdocs Service Delivery
Manager and the appropriate AT&T Governance team member. If unresolved, escalate to: 
 The AT&T Contract Manager
and the Amdocs Account Manager. If unresolved, escalate to: 
 The Executive Steering Committee. If unresolved, escalate
to: 
 The AT&T IT Vice President and the equivalent Amdocs executive. If unresolved, escalate to: 

AT&T’s CIO and Amdocs’ Senior Vice President. 

If the matter remains unresolved after escalation under this Section 4.0, it shall be resolved by arbitration in
accordance with Section 4.7(B) of the Agreement. 

  
 Proprietary
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

Amendment 

No. 02026713.A.011 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
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their third party representatives, except under written agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 

 AMENDMENT NO. 11 

AGREEMENT NO. 02026713 
 This Amendment
No. 11, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as further amended by Amendment No. 10 effective August 7, 2009 (collectively, the “Agreement”); and 

WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003 pursuant to which AT&T has
the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, the Agreement expired by its terms on February 28, 2010 (the “Prior
Expiration Date”); and 
 WHEREAS, after such Prior Expiration Date, the Parties continued to perform under the Agreement as if it had not
expired, and with the intention of extending its term; and 
 WHEREAS, AT&T and Supplier now desire to revive the Agreement; to extend its term;
to formalize the validity and continuation of the Agreement since its Effective Date of August 7, 2003; and to make the other additions, deletions and modifications as set forth below; 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as
follows: 
  

	1.	The Agreement is revived; the term is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. The Parties further ratify all actions
taken under the Agreement between the Prior Expiration Date and the date when this Amendment is effective. 


  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 


	2.	For purposes of extending the term of this Agreement, Section 3.32. “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement, with an Effective Date of August 7, 2003, shall remain in effect for a term ending on July 31, 2010, unless earlier
Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
  

	3.	Section 3.15, “Insurance”, of ARTICLE III GENERAL TERMS is hereby deleted and replaced with the following Section 3.15, Insurance, which shall apply to all existing agreements between
AT&T and Amdocs: 

  

	 	3.15	Insurance 

  

	 	1.	With respect to Amdocs’ performance under this Agreement, and in addition to Amdocs’ obligation to indemnify, Amdocs shall comply with this section, at its sole cost and expense. 


 

	 	2.	Amdocs shall maintain insurance coverages and limits required by this Section and any additional insurance and/or bonds required by law: 


 

	 	a.	at all times during the term of this Agreement and until completion of all Services associated with this Agreement, whichever is later; and 


 

	 	b.	with respect to any coverage maintained in a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all Services associated with this Agreement, whichever is later.
If a “claims-made” policy is maintained, the retroactive date must precede the commencement of Services under this Agreement; 

  

	 	3.	Amdocs shall require each Subcontractor that may perform Services under this Agreement or enter upon the AT&T Facilities or Amdocs facilities to maintain coverages, requirements, and limits at least as broad as
those listed in this Section from the time when the Subcontractor begins performance of Services, throughout the term of the Subcontractor’s performance of Services and, with respect to any coverage maintained on a “claims-made”
policy, for two (2) years thereafter. 

  

	 	4.	Amdocs shall procure the required insurance from an insurance company eligible to do business in the state or states where Services will be performed and having and maintaining a Financial Strength Rating of
“A-” or better and a Financial Size Category of “VII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, Amdocs
may procure insurance from the state fund of the state where Services are to be performed. 

  

	 	5.	Amdocs shall deliver to AT&T certificates of insurance stating the types of insurance and policy limits. Amdocs shall provide or will endeavor to have the issuing insurance company provide at least thirty
(30) days advance written notice of cancellation, non-renewal, or reduction in coverage, terms, or limits to AT&T. Amdocs shall deliver such certificates: 


 

	 	a.	prior to execution of this Agreement and prior to commencement of any Services; 


  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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	 	b.	prior to expiration of any insurance policy required in this Section; and 

  

	 	c.	for any coverage maintained on a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all Services associated with this Agreement, whichever is later.


  

	 	6.	The Parties agree that: 

  

	 	a.	the failure of AT&T to demand such certificate of insurance or failure of AT&T to identify a deficiency will not be construed as a waiver of Amdocs’ obligation to maintain the insurance required under this
Agreement; 

  

	 	b.	the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect Amdocs, nor will it be deemed as a limitation on Amdocs’ liability to AT&T in this
Agreement; 

  

	 	c.	Amdocs may meet the required insurance coverages and limits with any combination of primary and Umbrella/Excess liability insurance; and 


 

	 	d.	Amdocs is responsible for any deductible or self-insured retention. 

  

	 	7.	The insurance coverage required of Amdocs by this Section shall include: 

  

	 	a.	Workers’ Compensation insurance with benefits afforded under the laws of the state in which the Services are to be performed and Employers Liability insurance with limits of at least: 


$500,000 for Bodily Injury – each accident 

$500,000 for Bodily Injury be disease – policy limits 

$500,000 for Bodily Injury by disease – each employee 

To the fullest extent allowable by Law, the policy must include a waiver of subrogation in favor of AT&T, its Affiliates, and their
directors, officers and employees. 
 In states where Workers’ Compensation insurance is a monopolistic state-run system, Amdocs shall
add Stop Gap Employers Liability with limits not less than $500,000 each accident or disease. 
  

	 	b.	Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 12 04 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal
injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with limits of at least: 


$2,000,000 General Aggregate limit 

$1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence 

$1,000,000 each occurrence limit for Personal Injury and Advertising Injury 

$2,000,000 Products/Completed Operations Aggregate limit 

$1,000,000 each occurrence limit for Products/Completed Operations 

$1,000,000 Damage to Premises Rented to You (Fire Legal Liability) 

  
 Proprietary
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 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 


	 	c.	The Commercial General Liability insurance policy must: 

  

	 	i.	include AT&T, its Affiliates, and their directors, officers, and employees as Additional Insureds. Amdocs shall provide a copy of the Additional Insured endorsement to AT&T. The Additional Insured endorsement
may either be specific to AT&T or may be “blanket” or “automatic” addressing any person or entity as required by contract. A copy of the Additional Insured endorsement must be provided within sixty (60) days of execution
of this Agreement and within sixty (60) days of each Commercial General Liability policy renewal; 

  

	 	ii.	include a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees; and 

  

	 	iii.	be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T. 

  

	 	d.	Business Automobile Liability insurance with limits of at least $1,000,000 each accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles. 


 

	 	e.	Umbrella/Excess Liability insurance with limits of at least $1,000,000 each occurrence and with terms and conditions at least as broad as the underlying Commercial General Liability, Business Auto Liability, and
Employers Liability policies. Umbrella/Excess Liability limits will be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T. 


 

	 	f.	Fidelity or Crime insurance covering employee dishonesty, including but not limited to dishonest acts of Amdocs and its employees, agents, subcontractors and anyone under Amdocs supervision or control. Amdocs shall be
liable for money, securities or other property of AT&T. Amdocs shall include a client coverage endorsement written for limits of a least $1,000,000 and shall include AT&T as Loss Payee. 


 

	 	g.	Professional Liability (Errors & Omissions) insurance with limits of at least $1,000,000 each claim or wrongful act. 

  

	 	h.	Internet Liability and Network Protection (Cyberrisk) insurance with limits of at least $1,000,000 each claim or wrongful act. 

  

	 	i.	Media Liability insurance with limits of at least $1,000,000 each claim or wrongful act. 

  

	 	j.	Property insurance with limits equal to the replacement cost of Amdocs’ Business Personal Property at the location where Services are to be performed under this Agreement. The Property insurance policy will include
a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees. 


  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 


	4.	Appendix 1.2(4), Reimbursable Expenses, which is attached to the Agreement, is deleted in its entirety and replaced with the revised Appendix 1.2(4) Vendor Expense Policy, which is attached hereto.


 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain unmodified and in full force and
effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in duplicate
counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.
		
	By:	 	 /s/ Thomas C. Drury



			
		
	Printed Name:	 	 Thomas C. Drury



			
		
	Title:	 	 President

		
	Date:	 	 3-15-2010


 


			
	AT&T Services, Inc.
		
	By:	 	 /s/ Beverly J. Madson



			
		
	Printed Name:	 	Beverly J. Madson


			
		
	Title:	 	Senior Contract Manager
		
	Date:	 	 3-15-2010


 
 


  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Appendix 1.2(4) 

AT&T Vendor Expense Policy 

AT&T Inc. and Participating Companies 

(Updated 1/1/2010) 
 1.0 General

 The AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in requesting reimbursement for business
travel, meals and other business related expense. Expenses outside this policy are not reimbursable. 
 The following principles apply to requests for
expense reimbursement: 
 When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”) receives proper
value in return. 
 The concept that a vendor and their employees are ‘entitled’ to certain types or amounts of expenditures while conducting
business with the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were incurred. The use of averages for any type expenditure or combination of expenditures is not permitted except as
specifically provided or documented in a contract. 
 Every vendor and AT&T employee who certifies or approves the correctness of any voucher or bill
should have reasonable knowledge the expense and amounts are proper and reasonable. In the absence of the adoption of such policy, or existing contractual agreements, these guidelines are considered the minimum requirements for requesting
reimbursement of Company funds. 
 Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an AT&T
Company. 
 Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations for Affiliates of AT&T Inc. for
appropriate supplier invoice authorization approval levels. 
 Receipts will be requested and reviewed for any unusual or out of the ordinary expenses or
where the approver cannot make a reasonable determination of the propriety of the invoice without a receipt. 
 The origination of a given expenditure for
business purposes is the responsibility of the vendor incurring the expense and the authorization of that expense is the responsibility of the appropriate level of AT&T management in accordance with the Schedule of Authorizations for Affiliates
of AT&T Inc. 

  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 1.1 Non-Reimbursable Expenses 

The following is a list, although not all inclusive, of expenses considered not reimbursable: 

 

	 	•	 	Airline club membership fees, dues, or upgrade coupon 

  

	 	•	 	Barber/Hairstylist/Beautician Expenses 

  

	 	•	 	Birthday cakes, lunches, balloons, and other personal celebration/recognition costs 

  

	 	•	 	Break-room supplies for the supplier, such as coffee, creamer, paper products, soft drinks, snack food 

  

	 	•	 	Car rental additional fees associated with high speed toll access programs and GPS devices 

  

	 	•	 	Car Washes 

  

	 	•	 	Clothing, personal care items, and toiletries 

  

	 	•	 	Credit card fees 

  

	 	•	 	Entertainment expenses 

  

	 	•	 	Expenses associated with spouses or other travel companions 

  

	 	•	 	Expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel 

  

	 	•	 	Flowers, cards and gifts 

  

	 	•	 	Health Club and Fitness facilities 

  

	 	•	 	Hotel pay-per-view movies, Video Games and/or mini bar items 

  

	 	•	 	Insurance for rental car and or flight 

  

	 	•	 	Internet access in hotels (added to 3.5) 

  

	 	•	 	Laundry (except when overnight travel is required for 7 or more consecutive nights) 

  

	 	•	 	Lost luggage 

  

	 	•	 	Magazines & newspapers 

  

	 	•	 	Meals not consistent with AT&T’s Global Employee Expense Policy and or meals not directly required for doing business on the AT&T account (e.g. suppliers cannot voucher lunch with each other simply to talk
about AT&T) 

  

	 	•	 	Medical supplies 

  

	 	•	 	Membership fees to exercise facilities or social/country clubs 

  

	 	•	 	Movies purchased while on an airplane 

  

	 	•	 	Office expenses of suppliers 

  

	 	•	 	PC, cell phone, and other supplier support expenses (unless specifically authorized in the agreement) 

  

	 	•	 	Personal entertainment 

  

	 	•	 	Phone usage on airline unless AT&T business emergency 

  

	 	•	 	Safe rentals during a hotel stay 

  

	 	•	 	Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). AT&T expects all suppliers to complete the terms of contracts in the shortest period practicable. Charges for
shortening the timeframe in which contracts are fulfilled are not permissible. 

  

	 	•	 	Tips for housekeeping and excessive tips, i.e., in excess of 15% to 18% of cost of meal or services, excluding tax 

  

	 	•	 	Tobacco Products 


  
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their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 


	 	•	 	Traffic or Parking Fines 

  

	 	•	 	Travel purchased with prepaid air passes. 

  

	 	•	 	Upgrades on airline, hotel, or car rental fees 

  

	 	•	 	Water (bottled or dispensed by a supplier), (unless authorized for specific countries where it is recommended that bottled water is used) 


The failure to comply with the above mentioned restrictions will result in the Company refusing payment of charges or pursuing restitution from the vendor.

 2.0 Responsibilities 
 2.1
Vendor’s Responsibility 
 AT&T’s sponsoring managers will ensure that vendors have been covered on this policy prior to
incurring any expenditure. Vendors and their sponsoring AT&T managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses. 

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are
not submitted for reimbursement within [**] from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and approved in a
timely manner. 
 3.0 Travel Policy 

Vendors must first consider the feasibility of using videoconferencing or teleconferencing as an alternative to travel. Travel that is to be
reimbursed by AT&T should be incurred only as necessary and pre-approved by AT&T (unless otherwise authorized in the agreement). 

AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be
made to vendor only after expenses are verified as valid. 
 3.1 Travel Authorization 

Travel requiring overnight stays must be pre-approved by the sponsoring AT&T Senior Manager
(5th Level or above) and should be approved only if it is necessary for the vendor to travel to perform required work. 

3.2 Travel Reservations 

Vendors are expected to procure the most cost efficient travel arrangements, preferably equivalent to the AT&T discount rate. AT&T
does not reimburse for travel purchased with prepaid air passes. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 9 









 Agreement Number 02026713.A.011 

 

 3.3 Travel Expense Reimbursement 

Vendor travel expenses incurred for company business are reimbursable only as specified in these guidelines. Travel expenses may include the
following: 
  

	 	•	 	Transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service) 

  

	 	•	 	Meals and lodging 

  

	 	•	 	Parking and tolls 

  

	 	•	 	Tips/porter service (if necessary and reasonable) 

  

	 	•	 	Vendors who stay with friends or relatives or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their
hospitality by buying groceries, being host at a restaurant, etc. 

 The expense must be ordinary and necessary, not lavish or
extravagant, in the judgment of the AT&T sponsoring management. Any reimbursement request must be for actual expenditures only. 
 3.4
Air Travel Arrangements 
 Vendors must select lowest logical airfare (fares available in the market at the time of booking, preferably
well in advance of trip to attain lowest possible airfare). Vendors shall book coach class fares for all travel at all times. First class bookings are not reimbursable. Vendors can request business class when a single segment of flight time
(“in air time” excluding stops, layovers and ground time) is greater than 8 hours providing the relevant manager pre-approves. 

3.5 Hotel Arrangements 

AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making hotel reservations in the United States
(see Addendum A). U.S. vendors traveling outside the U.S. should reference the GSA, Government Per Diem as a guide: http://aoprals.state.gov/web920/per_diem.asp. Non-US vendors may use these dollar per diems as a guide, but any locally
specified per diems will take precedence. Vendors are expected to abide by these guidelines when making hotel arrangements or use specified AT&T preferred hotels/maximum location rates or reasonably priced hotels outside of the U.S.. The
AT&T supplier manager can advise which hotel/max rate to use if there is a hotel in the location concerned. AT&T will only reimburse vendors up to the established room rate guideline/AT&T preferred hotel rate in each market, or for
actual hotel lodging charges incurred, whichever is less. 
 There must be a strong business justification for incurring any cost for
internet access, and a request for reimbursement must be accompanied by a detailed explanation regarding reason for charge. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 

 Note: Vendors must indicate the number of room nights on the transaction line
when invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges. 

3.6 Ground Transportation 

While away from their home location overnight, vendors are expected to utilize rapid transit or local shuttle service. If the hotel provides a
complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local transportation is reimbursable as a business expense. Tips provided to taxi drivers cannot exceed
15% of the value of the total fare 
 A rental car is appropriate when the anticipated business cost is less than that of other available
public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models. 

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable in the US. Prepaid fuel or
refueling charges at the time of return are not reimbursable. 
 Rental cars should be refueled before returning to the rental company,
since gas purchased through the rental company carries an expensive refueling service charge. 
 3.7 Use of Personal Vehicle 

When use of personal vehicle is required, the current locally approved mileage rate for miles driven for the business portion of the trip
should be the maximum used to determine the amount to be reimbursed. 
 3.8 Parking 

If airport parking is necessary, vendors must use long term parking facilities. Additional costs for short term, valet or covered parking are
not reimbursable. 
 3.9 Entertainment 

Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense involving AT&T personnel, golf fees, tickets to
events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie, etc.) are not reimbursable. 

3.10 Laundry and Cleaning 

Reasonable laundry charges during business trips of seven or more consecutive nights are reimbursable based on actual expenses
incurred. 
 3.11 Communications 
  

	 	•	 	The actual cost of landline telephone calls for AT&T business is reimbursable. The use of AT&T products is required when available. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 11 









 Agreement Number 02026713.A.011 

 


	 	•	 	AT&T will not reimburse vendors for cell phone bills unless approved under the contract. With prior consent of the sponsoring AT&T Senior Manager, only individual calls that exceed a vendor’s rate
plan that are necessary to conduct business for AT&T may be reimbursed. 

  

	 	•	 	Charges for high speed internet access are not reimbursable unless specifically approved in the contract. 


3.12 Business Meals (Travel and Non-Travel) 

Vendors are expected to find reasonably priced dining alternatives. As a general rule, vendors are expected to spend [**] (or local currency
equivalent) inclusive of tax and gratuity or to abide by the legally specified per diem applicable in the Vendor’s country. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break
out the amount for meals and list the related number of travel days. If breakfast is offered as part of the hotel accommodation rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit expenses to cover meals or
expenses for an AT&T employee, whether in a home location or on official travel. 
 AT&T managers authorizing invoices will be held
accountable for ensuring that vendors are following this policy and are spending Company funds economically. 
 3.13 Flowers, Greeting
Cards, Gifts and Incentive Awards 
 The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal expense
and is not reimbursable. For example, vendors making a donation or providing a gift for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement. 

3.14 Loss or Damage to Personal Property 

The Company assumes no responsibility for loss or damage to a vendor’s personal property during business functions or hours. 

3.15 Publications 

Subscriptions to or purchases of magazines, newspapers and other publications are not reimbursable. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.011 

 

 AT&T U.S. 2010 Hotel Room Rate Only Guidelines 

This Chart applies to the U.S. locations. For Travel outside of the U.S., travelers should exercise prudent judgment and select reasonably priced hotels,
based on local market conditions. 
 Employees traveling outside the U.S. should reference the GSA, Government Per Diems as a guide.
http://aoprals.state.gov/web920/per_diem.asp 
 ***U.S. Cities not listed on this Hotel Room Rate Only Guideline Matrix, default to $[**] nightly
rate. On occasion an AT&T Preferred Property may exceed the rate guideline for a season (s) or 
 particular city, but has
been added due to demand within the market. However, if an alternate Preferred Property within the guideline is offered it should be accepted when available. 

You may select the Preferred Property that is over the Guideline if it is the option that is available, selecting the appropriate reason code. 

 

																													
	 City
	 	 St
	 	 2010
Guideline
	 	 City
	 	 St
	 	 2010
Guideline
	 	 City
	 	 St
	 	 2010
Guideline
	 	 City
	 	 St
	 	 2010
Guideline
	 	 City
	 	 St
	 	 2010
Guideline

	Anchorage	 	AK	 	[**]	 	Susanville	 	CA	 	 [**]
	 	Fairview Heights	 	IL	 	 [**]
	 	Morrisville	 	NC	 	 [**]
	 	Knoxville	 	TN	 	 [**]

	Fairbanks	 	AK	 	 [**]
	 	Temecula	 	CA	 	 [**]
	 	Glenview	 	IL	 	 [**]
	 	Raleigh	 	NC	 	 [**]
	 	Memphis	 	TN	 	 [**]

	Glennallen	 	AK	 	 [**]
	 	Thousand Oaks	 	CA	 	 [**]
	 	Gurnee	 	IL	 	 [**]
	 	Winston Salem	 	NC	 	 [**]
	 	Nashville	 	TN	 	 [**]

	Ketchikan	 	AK	 	 [**]
	 	Torrance	 	CA	 	 [**]
	 	Hoffman Estates	 	IL	 	 [**]
	 	Omaha	 	NE	 	 [**]
	 	Abilene	 	TX	 	 [**]

	Kodiak	 	AK	 	 [**]
	 	Ukiah	 	CA	 	 [**]
	 	Lincolnshire	 	IL	 	 [**]
	 	Basking Ridge	 	NJ	 	 [**]
	 	Addison	 	TX	 	 [**]

	Birmingham	 	AL	 	 [**]
	 	Universal City	 	CA	 	 [**]
	 	Lisle	 	IL	 	 [**]
	 	Bernardsville	 	NJ	 	 [**]
	 	Arlington	 	TX	 	 [**]

	Decatur	 	AL	 	 [**]
	 	Valencia	 	CA	 	 [**]
	 	Naperville	 	IL	 	 [**]
	 	Bridgewater	 	NJ	 	 [**]
	 	Austin	 	TX	 	 [**]

	Hoover	 	AL	 	 [**]
	 	Van Nuys	 	CA	 	 [**]
	 	Northbrook	 	IL	 	 [**]
	 	Cranbury	 	NJ	 	 [**]
	 	Beaumont	 	TX	 	 [**]

	Huntsville	 	AL	 	 [**]
	 	Walnut Creek	 	CA	 	 [**]
	 	Ofallon	 	IL	 	 [**]
	 	Eatontown	 	NJ	 	 [**]
	 	Corpus Christi	 	TX	 	 [**]

	Montgomery	 	AL	 	 [**]
	 	Watsonville	 	CA	 	 [**]
	 	Palatine	 	IL	 	 [**]
	 	Edison	 	NJ	 	 [**]
	 	Dallas	 	TX	 	 [**]

	Mobile	 	AL	 	 [**]
	 	West Lake Village	 	CA	 	 [**]
	 	Peoria	 	IL	 	 [**]
	 	Elizabeth	 	NJ	 	 [**]
	 	El Paso	 	TX	 	 [**]

	Tuscaloosa	 	AL	 	 [**]
	 	West Sacramento	 	CA	 	 [**]
	 	Rockford	 	IL	 	 [**]
	 	Fair Lawn	 	NJ	 	 [**]
	 	Frisco	 	TX	 	 [**]

	Bryant	 	AR	 	 [**]
	 	Willits	 	CA	 	 [**]
	 	Rolling Meadows	 	IL	 	 [**]
	 	Florham Park	 	NJ	 	 [**]
	 	Houston	 	TX	 	 [**]

	El Dorado	 	AR	 	 [**]
	 	Woodland	 	CA	 	 [**]
	 	Rosemont	 	IL	 	 [**]
	 	Iselin	 	NJ	 	 [**]
	 	Irving	 	TX	 	 [**]

	Fayetteville	 	AR	 	 [**]
	 	Yorba Linda	 	CA	 	 [**]
	 	Schaumburg	 	IL	 	 [**]
	 	Mahwah	 	NJ	 	 [**]
	 	Lubbock	 	TX	 	 [**]

	Fort Smith	 	AR	 	 [**]
	 	Aurora	 	CO	 	 [**]
	 	Springfield	 	IL	 	 [**]
	 	Morristown	 	NJ	 	 [**]
	 	Mcallen	 	TX	 	 [**]

	Hardy	 	AR	 	 [**]
	 	Boulder	 	CO	 	 [**]
	 	Vernon Hills	 	IL	 	 [**]
	 	Newark	 	NJ	 	 [**]
	 	Midland	 	TX	 	 [**]

	Little Rock	 	AR	 	 [**]
	 	Colorado Springs	 	CO	 	 [**]
	 	Westmont	 	IL	 	 [**]
	 	Paramus	 	NJ	 	 [**]
	 	Plano	 	TX	 	 [**]

	Mountain Home	 	AR	 	 [**]
	 	Denver	 	CO	 	 [**]
	 	Willowbrook	 	IL	 	 [**]
	 	Parsippany	 	NJ	 	 [**]
	 	Richardson	 	TX	 	 [**]

	North Littlerock	 	AR	 	 [**]
	 	Englewood	 	CO	 	 [**]
	 	Bloomington	 	IN	 	 [**]
	 	Piscataway	 	NJ	 	 [**]
	 	San Antonio	 	TX	 	 [**]

	Pine Bluff	 	AR	 	 [**]
	 	Greenwood Village	 	CO	 	 [**]
	 	Carmel	 	IN	 	 [**]
	 	Princeton	 	NJ	 	 [**]
	 	Texarkana	 	TX	 	 [**]

	Rogers	 	AR	 	 [**]
	 	Glastonbury	 	CT	 	 [**]
	 	Columbus	 	IN	 	 [**]
	 	Ramsey	 	NJ	 	 [**]
	 	Tyler	 	TX	 	 [**]

	Russellville	 	AR	 	 [**]
	 	Hartford	 	CT	 	 [**]
	 	Fishers	 	IN	 	 [**]
	 	Red Bank	 	NJ	 	 [**]
	 	Waxahachie	 	TX	 	 [**]

	Springdale	 	AR	 	 [**]
	 	Meriden	 	CT	 	 [**]
	 	Indianaplis	 	IN	 	 [**]
	 	Saddle Brook	 	NJ	 	 [**]
	 	The Woodlands	 	TX	 	 [**]

	VanBuren	 	AR	 	 [**]
	 	New Haven	 	CT	 	 [**]
	 	Muncie	 	IN	 	 [**]
	 	Saddle River	 	NJ	 	 [**]
	 	Salt Lake City	 	UT	 	 [**]

	Chandler	 	AZ	 	[**]	 	New London	 	CT	 	[**]	 	South Bend	 	IN	 	[**]	 	Short Hills	 	NJ	 	[**]	 	Alexander	 	VA	 	[**]
	Mesa	 	AZ	 	[**]	 	Rocky Hill	 	CT	 	[**]	 	Merriam	 	KS	 	[**]	 	Somerset	 	NJ	 	[**]	 	Arlington	 	VA	 	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 13 









 Agreement Number 02026713.A.011 

 


																													
	Phoenix	 	AZ	 	 [**]
	 	Stamford	 	CT	 	 [**]
	 	Overland Park	 	KS	 	 [**]
	 	Teaneck	 	NJ	 	 [**]
	 	Chantilly	 	VA	 	 [**]

	Rio Rico	 	AZ	 	 [**]
	 	Washington	 	DC	 	 [**]
	 	Shawnee	 	KS	 	 [**]
	 	Tinton Falls	 	NJ	 	 [**]
	 	Chester	 	VA	 	 [**]

	Scottsdale	 	AZ	 	 [**]
	 	Wilmington	 	DE	 	 [**]
	 	Topeka	 	KS	 	 [**]
	 	Warren	 	NJ	 	 [**]
	 	Dulles	 	VA	 	 [**]

	Tempe	 	AZ	 	 [**]
	 	Altamonte Springs	 	FL	 	 [**]
	 	Wichita	 	KS	 	 [**]
	 	West Orange	 	NJ	 	 [**]
	 	Fairfax	 	VA	 	 [**]

	Tucson	 	AZ	 	 [**]
	 	Boynton Beach	 	FL	 	 [**]
	 	Covington	 	KY	 	 [**]
	 	Whippany	 	NJ	 	 [**]
	 	Falls Church	 	VA	 	 [**]

	Yuma	 	AZ	 	 [**]
	 	Dania Beach	 	FL	 	 [**]
	 	Louisville	 	KY	 	 [**]
	 	Woodcliff Lake	 	NJ	 	 [**]
	 	Glen Allen	 	VA	 	 [**]

	Anaheim	 	CA	 	 [**]
	 	Fort Lauderdale	 	FL	 	 [**]
	 	Covington	 	LA	 	 [**]
	 	Albuquerque	 	NM	 	 [**]
	 	Hampton	 	VA	 	 [**]

	Buena Park	 	CA	 	 [**]
	 	Jacksonville	 	FL	 	 [**]
	 	Metairie	 	LA	 	 [**]
	 	Henderson	 	NV	 	 [**]
	 	Herndon	 	VA	 	 [**]

	Burbank	 	CA	 	 [**]
	 	Kendall	 	FL	 	 [**]
	 	Monroe	 	LA	 	 [**]
	 	Las Vegas	 	NV	 	 [**]
	 	Norfolk	 	VA	 	 [**]

	Burlingame	 	CA	 	 [**]
	 	Key Largo/Tavernier	 	FL	 	 [**]
	 	New Orleans	 	LA	 	 [**]
	 	Pahrump	 	NV	 	 [**]
	 	Richmond	 	VA	 	 [**]

	Carlsbad	 	CA	 	 [**]
	 	Key West	 	FL	 	 [**]
	 	Vidalia	 	LA	 	 [**]
	 	Reno	 	NV	 	 [**]
	 	Sandston	 	VA	 	 [**]

	Cerritos	 	CA	 	 [**]
	 	Lake City	 	FL	 	 [**]
	 	Boston	 	MA	 	 [**]
	 	Albany	 	NY	 	 [**]
	 	Sterling	 	VA	 	 [**]

	Chico	 	CA	 	 [**]
	 	Lake Mary	 	FL	 	 [**]
	 	Burlington	 	MA	 	 [**]
	 	Cheektowaga	 	NY	 	 [**]
	 	Tysons Corner	 	VA	 	 [**]

	City of Industry	 	CA	 	 [**]
	 	Lakeland	 	FL	 	 [**]
	 	Cambridge	 	MA	 	 [**]
	 	Fishkill	 	NY	 	 [**]
	 	Vienna	 	VA	 	 [**]

	Clovis	 	CA	 	 [**]
	 	Marathon	 	FL	 	 [**]
	 	Dedham	 	MA	 	 [**]
	 	Jamaica	 	NY	 	 [**]
	 	Bellevue	 	WA	 	 [**]

	Concord	 	CA	 	 [**]
	 	Maitland	 	FL	 	 [**]
	 	Framingham	 	MA	 	 [**]
	 	New York	 	NY	 	 [**]
	 	Bothell	 	WA	 	 [**]

	Coronado	 	CA	 	 [**]
	 	Miami	 	FL	 	 [**]
	 	Lowell	 	MA	 	 [**]
	 	Plainview	 	NY	 	 [**]
	 	Kirkland	 	WA	 	 [**]

	Costa Mesa	 	CA	 	 [**]
	 	Miami Beach	 	FL	 	 [**]
	 	Marlborough	 	MA	 	 [**]
	 	Rochester	 	NY	 	 [**]
	 	Lynnwood	 	WA	 	 [**]

	Cupertino	 	CA	 	 [**]
	 	Orlando	 	FL	 	 [**]
	 	Natick	 	MA	 	 [**]
	 	Rockville Center	 	NY	 	 [**]
	 	Redmond	 	WA	 	 [**]

	Del Mar	 	CA	 	 [**]
	 	Palm Beach	 	FL	 	 [**]
	 	Stoughton	 	MA	 	 [**]
	 	Syracuse	 	NY	 	 [**]
	 	Seattle	 	WA	 	 [**]

	Dublin	 	CA	 	 [**]
	 	Plantation	 	FL	 	 [**]
	 	Baltimore	 	MD	 	 [**]
	 	Vestal	 	NY	 	 [**]
	 	Spokane	 	WA	 	 [**]

	El Segundo	 	CA	 	 [**]
	 	Saint Augustine	 	FL	 	 [**]
	 	Columbia	 	MD	 	 [**]
	 	White Plains	 	NY	 	 [**]
	 	Tacoma	 	WA	 	 [**]

	Emeryville	 	CA	 	 [**]
	 	Sunrise	 	FL	 	 [**]
	 	Greenbelt	 	MD	 	 [**]
	 	Woodbury	 	NY	 	 [**]
	 	Tukwila	 	WA	 	 [**]

	Escondido	 	CA	 	 [**]
	 	Tallahassee	 	FL	 	 [**]
	 	Linthicum Heights	 	MD	 	 [**]
	 	Tarrytown	 	NY	 	 [**]
	 	Woodinville	 	WA	 	 [**]

	Eureka	 	CA	 	 [**]
	 	Tamarac	 	FL	 	 [**]
	 	Portland	 	ME	 	 [**]
	 	Beachwood	 	OH	 	 [**]
	 	Green Bay	 	WI	 	 [**]

	Garden Grove	 	CA	 	 [**]
	 	Tampa	 	FL	 	 [**]
	 	Battlecreek	 	MI	 	 [**]
	 	Boardman	 	OH	 	 [**]
	 	Kenosha	 	WI	 	 [**]

	Glendale (North)	 	CA	 	 [**]
	 	West Palm Beach	 	FL	 	 [**]
	 	Canton	 	MI	 	 [**]
	 	Centerville	 	OH	 	 [**]
	 	Kimberly	 	WI	 	 [**]

	Hawthorne	 	CA	 	 [**]
	 	Alpharetta	 	GA	 	 [**]
	 	Dearborn	 	MI	 	 [**]
	 	Cleveland	 	OH	 	 [**]
	 	Madison	 	WI	 	 [**]

	Hayward	 	CA	 	 [**]
	 	Athens	 	GA	 	 [**]
	 	Detroit	 	MI	 	 [**]
	 	Columbus	 	OH	 	 [**]
	 	Milwaukee	 	WI	 	 [**]

	Hollywood	 	CA	 	 [**]
	 	Atlanta	 	GA	 	 [**]
	 	Farmington Hills	 	MI	 	 [**]
	 	Dublin	 	OH	 	 [**]
	 	Mukwonago	 	WI	 	 [**]

	Irvine	 	CA	 	 [**]
	 	Augusta	 	GA	 	 [**]
	 	Holland	 	MI	 	 [**]
	 	Fairborn	 	OH	 	 [**]
	 	Oshkosh	 	WI	 	 [**]

	La Jolla	 	CA	 	 [**]
	 	Brunswick	 	GA	 	 [**]
	 	Livonia	 	MI	 	 [**]
	 	Independence	 	OH	 	 [**]
	 	Pewaukee	 	WI	 	 [**]

	Livermore	 	CA	 	 [**]
	 	Carrollton	 	GA	 	 [**]
	 	Marquette	 	MI	 	 [**]
	 	Mayfield Village	 	OH	 	 [**]
	 	Waukesha	 	WI	 	 [**]

	Long Beach	 	CA	 	 [**]
	 	Columbus	 	GA	 	 [**]
	 	Novi	 	MI	 	 [**]
	 	Niles	 	OH	 	 [**]
	 	Wauwatosa	 	WI	 	 [**]

	Los Angeles	 	CA	 	 [**]
	 	Dublin	 	GA	 	 [**]
	 	Port Huron	 	MI	 	 [**]
	 	North Olmsted	 	OH	 	 [**]
	 	Beckley	 	WV	 	 [**]

	Merced	 	CA	 	 [**]
	 	Duluth	 	GA	 	 [**]
	 	Saginaw	 	MI	 	 [**]
	 	Orange Village	 	OH	 	 [**]
	 	Charleston	 	WV	 	 [**]



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 14 









 Agreement Number 02026713.A.011 

 


																													
	Milpitas	 	CA	 	 [**]
	 	Dunwoody	 	GA	 	 [**]
	 	Southfield	 	MI	 	 [**]
	 	Perrysburg	 	OH	 	 [**]
	 	Hurricane	 	WV	 	 [**]

	Modesto	 	CA	 	 [**]
	 	Griffin	 	GA	 	 [**]
	 	Walker	 	MI	 	 [**]
	 	Reynoldsburg	 	OH	 	 [**]
	 		 		 	
	Montebello	 	CA	 	 [**]
	 	Lawrenceville	 	GA	 	 [**]
	 	Warren	 	MI	 	 [**]
	 	Richfield	 	OH	 	 [**]
	 		 		 	
	Napa	 	CA	 	 [**]
	 	Lithia Springs	 	GA	 	 [**]
	 	Baxter	 	MN	 	 [**]
	 	Oklahoma City	 	OK	 	 [**]
	 		 		 	
	Ontario	 	CA	 	 [**]
	 	Macon	 	GA	 	 [**]
	 	Bloomington	 	MN	 	 [**]
	 	Owasso	 	OK	 	 [**]
	 		 		 	
	Orange	 	CA	 	 [**]
	 	Newnan	 	GA	 	 [**]
	 	Deluth	 	MN	 	 [**]
	 	Ponca City	 	OK	 	 [**]
	 		 		 	
	Pasadena	 	CA	 	 [**]
	 	Norcross	 	GA	 	 [**]
	 	Minneapolis	 	MN	 	 [**]
	 	Coos Bay	 	OR	 	 [**]
	 		 		 	
	Petaluma	 	CA	 	 [**]
	 	Peachtree City	 	GA	 	 [**]
	 	St. Paul	 	MN	 	 [**]
	 	Portland	 	OR	 	 [**]
	 		 		 	
	Pleasanton	 	CA	 	 [**]
	 	Savannah	 	GA	 	 [**]
	 	Bridgeton	 	MO	 	 [**]
	 	Tigard	 	OR	 	 [**]
	 		 		 	
	Riverside	 	CA	 	 [**]
	 	Roswell	 	GA	 	 [**]
	 	Columbia	 	MO	 	 [**]
	 	Allentown	 	PA	 	 [**]
	 		 		 	
	Rocklin	 	CA	 	 [**]
	 	Tifton	 	GA	 	 [**]
	 	Fenton	 	MO	 	 [**]
	 	Audubon	 	PA	 	 [**]
	 		 		 	
	Rohnert Park	 	CA	 	 [**]
	 	Warner Robins	 	GA	 	 [**]
	 	Festus	 	MO	 	 [**]
	 	Bensalem	 	PA	 	 [**]
	 		 		 	
	Rosemead	 	CA	 	 [**]
	 	Honolulu	 	HI	 	 [**]
	 	Joplin	 	MO	 	 [**]
	 	Berwyn	 	PA	 	 [**]
	 		 		 	
	Sacramento	 	CA	 	 [**]
	 	Kailua Kona	 	HI	 	 [**]
	 	Kansas City	 	MO	 	 [**]
	 	Coraopolis	 	PA	 	 [**]
	 		 		 	
	Salinas	 	CA	 	 [**]
	 	Kihei	 	HI	 	 [**]
	 	Kirkwood	 	MO	 	 [**]
	 	Essington	 	PA	 	 [**]
	 		 		 	
	San Carlos	 	CA	 	 [**]
	 	Waikoloa	 	HI	 	 [**]
	 	Lees Summit	 	MO	 	 [**]
	 	Glen Mills	 	PA	 	 [**]
	 		 		 	
	San Diego	 	CA	 	 [**]
	 	Desmoines	 	IA	 	 [**]
	 	Maryland Heights	 	MO	 	 [**]
	 	Harrisburg	 	PA	 	 [**]
	 		 		 	
	San Francisco	 	CA	 	 [**]
	 	Johnston	 	IA	 	 [**]
	 	Saint Charles	 	MO	 	 [**]
	 	King of Prussia	 	PA	 	 [**]
	 		 		 	
	San Gabriel	 	CA	 	 [**]
	 	Urbandale	 	IA	 	 [**]
	 	Saint Louis	 	MO	 	 [**]
	 	Philadelphia	 	PA	 	 [**]
	 		 		 	
	San Jose	 	CA	 	 [**]
	 	Ammon	 	ID	 	 [**]
	 	Springfield	 	MO	 	 [**]
	 	Pittsburgh	 	PA	 	 [**]
	 		 		 	
	San Luis Obispo	 	CA	 	 [**]
	 	Alsip	 	IL	 	 [**]
	 	Jackson	 	MS	 	 [**]
	 	Wayne	 	PA	 	 [**]
	 		 		 	
	San Mateo	 	CA	 	 [**]
	 	Arlington Heights	 	IL	 	 [**]
	 	McComb	 	MS	 	 [**]
	 	Anderson	 	SC	 	 [**]
	 		 		 	
	San Rafael	 	CA	 	 [**]
	 	Barrington	 	IL	 	 [**]
	 	Natchez	 	MS	 	 [**]
	 	Charleston	 	SC	 	 [**]
	 		 		 	
	San Ramon	 	CA	 	 [**]
	 	Bedford Park	 	IL	 	 [**]
	 	Ocean Springs	 	MS	 	 [**]
	 	Duncan	 	SC	 	 [**]
	 		 		 	
	Santa Ana	 	CA	 	 [**]
	 	Bourbonnais	 	IL	 	 [**]
	 	Tupelo	 	MS	 	 [**]
	 	Florence	 	SC	 	 [**]
	 		 		 	
	Santa Clara	 	CA	 	 [**]
	 	Champaign	 	IL	 	 [**]
	 	Asheville	 	NC	 	 [**]
	 	Hilton Head	 	SC	 	 [**]
	 		 		 	
	Santa Monica	 	CA	 	 [**]
	 	Chicago	 	IL	 	 [**]
	 	Carolina Beach	 	NC	 	 [**]
	 	Myrtle Beach	 	SC	 	 [**]
	 		 		 	
	Sherman Oaks	 	CA	 	 [**]
	 	Danville	 	IL	 	 [**]
	 	Charlotte	 	NC	 	 [**]
	 	Brentwood	 	TN	 	 [**]
	 		 		 	
	South San Francisco	 	CA	 	 [**]
	 	Danville	 	IL	 	 [**]
	 	Durham	 	NC	 	 [**]
	 	Crossville	 	TN	 	 [**]
	 		 		 	
	Stevenson Ranch	 	CA	 	 [**]
	 	Downers Grove	 	IL	 	 [**]
	 	Gastonia	 	NC	 	 [**]
	 	Franklin	 	TN	 	 [**]
	 		 		 	
	Stockton	 	CA	 	 [**]
	 	Elmhurst	 	IL	 	 [**]
	 	Goldsboro	 	NC	 	 [**]
	 	Johnson City	 	TN	 	 [**]
	 		 		 	


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 15 








 Amendment 

No. 02026713.A.012 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.012 

AMENDMENT NO. 12 

AGREEMENT NO. 02026713 
 This Amendment
No. 12, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as further amended by Amendment No. 11 effective March, 15, 2010 (collectively, the “Agreement”); and 

WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003 pursuant to which AT&T has
the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, Supplier and AT&T 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 to changes to Agreement
02026713 as follows: 
  

	1.	For purposes of extending the term of this Agreement, Section 3.32. “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement, with an Effective Date of August 7, 2003, shall remain in effect for a term ending on November 15, 2010, unless
earlier Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.012 

 


	2.	Section 6.1, “Allowable Expenses”, paragraph f, of ARTICLE VI – ONGOING SUPPORT SERVICES is hereby deleted and replaced with the following paragraph f): 


 

	 	f)	The [**] of travel and living expenses will occur each [**] In the event that the total travel and living expenses [**], Amdocs will provide AT&T a credit for the dollar amount that [**]. For the [**], Amdocs will
provide a written report by [**] of the respective year showing the [**]. 

 The terms and conditions of Agreement No. 02026713 as
previously amended in all other respects remain unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this
Amendment to Agreement No. 02026713 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ Thomas C. Drury



			
		
	Printed Name:	 	 Thomas C. Drury



			
		
	Title:	 	 President

		
	Date:	 	 5-28-2010






			
	AT&T Services, Inc.


			
		
	By:	 	 /s/ Beverly J. Madson



			
		
	Printed Name:	 	Beverly J. Madson


			
		
	Title:	 	Senior Contract Manager
		
	Date:	 	 5-27-2010


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 








 Amendment 

No. 02026713.A.013 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.013 

AMENDMENT NO. 13 

AGREEMENT NO. 02026713 
 This Amendment
No. 13, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as further amended by Amendment No. 12 effective May 28, 2010 (collectively, the
“Agreement”); and 
 WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003
pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, Supplier and AT&T 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 to changes to Agreement 02026713 as follows: 
  

	1.	Section 3.3, “Termination,” of ARTICLE III - GENERAL TERMS is hereby amended to include the following paragraph G. Termination Upon Amdocs’ Change of Control, which shall apply to all
agreements between any AT&T Entity and any Amdocs’ Entity: 

  

	 	G.	Termination Upon Amdocs’ Change of Control. 

  

	 	1.	 In the event of a change in Control of Amdocs (or that portion of Amdocs providing Services under this Agreement) or the Entity that Controls Amdocs
(if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Amdocs are acquired by any Entity, or Amdocs is merged with or into another
Entity to form a new Entity, AT&T may at its option terminate this Agreement by giving Amdocs at least ninety (90) days prior notice and designating a date upon which such termination shall be




  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 2 









 Agreement Number 02026713.A.013 

 


	 	
effective; provided, however, AT&T shall not have this right if Amdocs Limited, (a Guernsey corporation as of the Effective Date) retains Control of Amdocs after such transaction,
acquisition, merger; provided, further, however, if such change in Control of Amdocs involves an AT&T competitor, AT&T may terminate this Agreement by giving Amdocs at least ten (10) days prior notice, and the AT&T competitor shall
be prohibited from any contact with AT&T Data, AT&T Information and any and all other information about the AT&T account, including discussions with Amdocs personnel regarding specifics relating to the Services. Amdocs shall not be
entitled to any termination charges in connection with a termination pursuant to this Section 3.3 G. For purposes of this Section, “Control” and its derivatives mean: (a) the legal, beneficial or equitable
ownership, directly or indirectly, of (i) [**] or (ii) equity interests having the right to [**] or, in the event of dissolution, [**]; (b) the right to appoint, directly or indirectly, a majority of the board of directors; (c) the
right to control, directly or indirectly, the management or direction of the Entity by contract or corporate governance document; or (d) in the case of a partnership, the holding by an Entity (or one of its Affiliates) of the position of sole
general partner; and “Entity” means a corporation, partnership, joint venture, trust, limited liability company, association or other organization or entity. 


 

	 	2.	Subject to any legal obligation of confidentiality or applicable securities laws, Amdocs will provide AT&T with notice at the earliest permissible time of Amdocs’ intention to make such a change of Control and
facilitate AT&T’s receipt of sufficient information about the Entity acquiring Control for AT&T to choose to exercise its termination rights described in Section 3.3 G 1. 


 

	 	3.	Any permitted assignee or successor in interest under this Section 3.3 G shall agree in writing to be bound by the terms and conditions of this Agreement. 


 

	 	4.	Regardless of AT&T’s consent or refusal to consent to an assignment under this Section 3.3 G, Amdocs, or its successor in interest, shall continue to perform under the terms of the Agreement
until such time as the Agreement terminates or expires. 

  

	2.	Section 3.39, “AT&T Supplier Information Security Requirements,” of ARTICLE III – GENERAL TERMS is hereby deleted and replaced with the following 3.39, AT&T Rules, Supplier Information
Security Requirements and Limited Offshore Remote Access, which shall apply to all agreements between any AT&T Entity and any Amdocs Entity: 


3.39. AT&T Rules, Supplier Information Security Requirements and Limited Offshore Remote Access 

Amdocs shall comply with AT&T Rules, Supplier Information Security Requirements (SISR) and Limited Offshore Remote Access (LORA) as set
forth in Appendix 8. 
  

	3.	Section 6.4, “Access to AT&T Facilities,” of ARTICLE VI - ONGOING SUPPORT SERVICES, is hereby deleted in its entirety. 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 3 









 Agreement Number 02026713.A.013 

 


	4.	Section 6.12, “Electronic Privacy Policy,” of ARTICLE VI - ONGOING SUPPORT SERVICES, is hereby deleted in its entirety. 


 

	5.	Section 6.13, “Offshore Transfer or Processing of AT&T Data,” of ARTICLE VI - ONGOING SUPPORT SERVICES, is hereby deleted in its entirety. 


 

	6.	Section 6.14 “Service Facilities/Location,” of ARTICLE VI - ONGOING SUPPORT SERVICES is hereby deleted and replaced with the following 6.14, Offshore Work Permitted Under Specific Conditions, which
shall apply to all agreements between any AT&T Entity and any Amdocs Entity: 

  

	 	6.14	Offshore Work Permitted Under Specific Conditions 

 a. Supplier shall not perform any
Services under this Agreement, nor allow such performance by any Subcontractor, at a location outside the United States (“Offshore Location”) unless AT&T approves work to be performed by Supplier or a Subcontractor at such Offshore
Location. In the event of such approval, the physical location where the work is to be performed the Services to be performed at such location; and, if applicable, the identity of any Subcontractor performing such work, shall be specifically set
forth in Appendix K. Prior to making any additions or deletions to the physical locations or changes in Subcontractors performing work at an Offshore Location the Parties shall amend Appendix K. A change in the location where a Service is performed
from one Offshore Location to another AT&T approved Offshore Location shall not require an amendment to Appendix K. Remote access by Supplier employees or Subcontractor from an Offshore Location for the performance of Services shall be in
accordance with Appendix 8 AT&T Rules, Supplier Information Security Requirements (SISR) and Limited Offshore Remote Access (LORA). The requirements of this section shall be in addition to Sections 3.2, Amendments and Waivers, and 6.9
Work Done by Others. 
 b. AT&T shall have the right to withdraw its consent to the performance of work at an Offshore Location at
any time in AT&T’s sole discretion for any reason, in which event the Parties shall assess cost impacts, timing, methodology and amend the Agreement to reflect any changes reasonably required to permit Supplier to continue to perform such
work at a location within the United States and the Parties shall amend the Agreement and Appendix K accordingly. 
 c. Supplier’s
compliance with this Section, and all Services performed in Offshore Locations with AT&T’s consent, shall be subject to Section 3.27, Records and Audits. Supplier shall provide, and shall ensure all Subcontractors provide AT&T with
physical access to inspect all Offshore Locations. 
 d. To the extent Supplier interconnects with, or otherwise has access to, the AT&T
network, Supplier shall access, or establish network connections that would allow access, to the AT&T network from an Offshore Location in compliance with Appendix 8, “AT&T Rules, Supplier Information Security Requirements (SISR) and
Limited Offshore Remote Access (LORA)” to the Agreement. 

  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 4 









 Agreement Number 02026713.A.013 

 

 e. If Supplier or any Subcontractor without intending to circumvent the requirements of this
Section, provides any Services under this Agreement in an Offshore Location without AT&T’s prior written consent and fails to cease providing such Services within [**], such inadvertent provisioning and failure to timely cure within said
[**] shall be a material breach of this Agreement and, in addition to any other legal rights or remedies available to AT&T in law or in equity, AT&T may immediately Cancel and/or Terminate this Agreement without cost, liability or penalty to
AT&T. Notwithstanding the foregoing, AT&T agrees that Amdocs’ or a Subcontractor’s provision of the Services in an Offshore Location without AT&T’s prior written consent on a transient basis (e.g., an Amdocs’
employee’s provision of Services from an airport while in travel status) shall be permitted and shall not be deemed to be a material breach of this Agreement. 

f. When AT&T has granted consent for Services to be performed in an Offshore Location, Supplier shall remain fully responsible for
compliance with any foreign, federal, state or local law applicable to the Supplier’s provision of such Services regardless of whether the Service is being performed by Supplier or a Subcontractor. Nothing contained within this Agreement is
intended to extend, nor does it extend, any rights or benefits to any Subcontractor, and no third party beneficiary right is intended or granted to any third party hereby. 
  

	4.	Appendix 8, AT&T Rules and Supplier Information Security Requirements, is hereby deleted in its entirety, and replaced with Appendix 8, AT&T Rules, Supplier Information Security Requirements and
Limited Offshore Remote Access, attached herewith, which shall apply to all agreements between any AT&T Entity and any Amdocs Entity. 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 5 









 Agreement Number 02026713.A.013 

 

 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ Thomas C. Drury



			
		
	Printed Name:	 	 Thomas C. Drury



			
		
	Title:	 	 President

		
	Date:	 	 8-30-2010






			
	AT&T Services, Inc.


			
		
	By:	 	 /s/ Beverly J. Madson



			
		
	Printed Name:	 	Beverly J. Madson


			
		
	Title:	 	Senior Contract Manager
		
	Date:	 	 8-30-2010


 
 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 6 









 Agreement Number 02026713.A.013 

 

 Appendix 8 

AT&T Rules, Supplier Information Security Requirements and Limited Offshore Remote Access 

This Appendix 8 of the Master Service Agreement No. 02026713 (the “Agreement”). Capitalized terms not defined in this Appendix have the meaning
given in the Agreement. Any capitalized term not defined has its generally understood meaning in the context in which it is used in the IT industry. 

Work Policies and Rules 
  

	 	a.	During the performance of Services, representatives of Amdocs, including the Amdocs Personnel, (“Amdocs Representatives”) shall adhere to AT&T Rules and policies, including but not limited to those
specified in the AT&T Code of Business Conduct, found on the following website: http://www.att.com/gen/investor-relations?pid=5711, and to be reviewed once a year, all in accordance with Appendix 8 of the Agreement.


  

	 	b.	Without limiting the Amdocs obligation in clause (a), Amdocs shall ensure that the personal conduct and comments in the workplace of Amdocs Representatives support a professional environment which is free of
inappropriate behavior, language, jokes or actions which could be perceived as sexual harassment or as biased, demeaning, offensive, or derogatory to others based upon race, color, religion, national origin, sex, age, sexual orientation, marital
status, veteran’s status or disability. Amdocs further agrees that Amdocs Representatives will refrain from words or conduct that is threatening to and/or disrespectful of others. 


 

	 	c.	Without limiting Amdocs’ obligations in clauses (a) and (b), if AT&T provides Amdocs Representatives access to its computer systems, Amdocs agrees (i) to use such systems in a professional manner,
(ii) to use such systems only for business purposes and solely for the purposes of performing Services under the Agreement, (iii) to use such systems in compliance with AT&T’s applicable standards and guidelines for computer
systems use, as outlined in AT&T’s Security Policies and Procedures, and (iv) to use password devices, if applicable and if requested by AT&T. Without limiting the foregoing, any access provided by AT&T, or by virtue of the
presence of Amdocs Representatives at AT&T locations, including but not limited to access to intranet and internet services, shall not be used for personal purposes or for any purpose which is not directly related to the Services. Amdocs agrees
that Amdocs Representatives must have a valid AT&T business reason to access the intranet and/or the internet from within AT&T’s private corporate network. 


 

	2.	Access 

  

	 	a.	When appropriate, Amdocs shall have reasonable access to AT&T’s premises during normal business hours, and at such other times as may be agreed upon by the Parties, to enable Amdocs to perform its obligations
under the Agreement. Amdocs shall coordinate such access with AT&T’s designated representative prior to visiting such premises. If AT&T requests Amdocs to discontinue furnishing any person provided by Amdocs from performing Services on
AT&T’s premises, in accordance with the terms and conditions of the Agreement, Amdocs shall immediately comply with such request. Such person shall leave AT&T’s premises immediately and Amdocs shall not furnish such person again to
perform Services on AT&T’s premises without AT&T’s written consent. 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 7 









 Agreement Number 02026713.A.013 

 


	 	b.	AT&T may require Amdocs or its Amdocs Representatives to exhibit identification credentials, which AT&T may issue, to gain access to AT&T’s premises for the performance of Services. If, for any reason,
any Amdocs Representative is no longer performing such Services, Amdocs shall immediately inform AT&T and promptly deliver to AT&T such person’s identification credentials, if issued by AT&T. Each Amdocs Personnel shall wear a badge
indicating that he or she is not an employee of AT&T. 

  

	 	c.	Amdocs shall ensure that Amdocs Representatives, while on or off AT&T’s premises, will (i) perform Services which conform to the Specifications, (ii) protect AT&T Data, buildings and structures,
(iii) perform Services which do not interfere with AT&T’s business operations, and (iv) perform such Services with care and due regard for the safety, convenience and protection of AT&T, its employees, and its property and in
full conformance with the policies specified in the AT&T Code of Business Conduct, which prohibits the possession of a weapon or an implement which can be used as a weapon. 


 

	 	d.	Amdocs shall ensure that all persons furnished by Amdocs work harmoniously with all others when on AT&T’s premises. 

  

	 	e.	In providing the Services, Amdocs may only use citizens of the United States (“US”) to access or display AT&T Data, including Customer Information, for any Government Applications. AT&T shall be
responsible to identify for Amdocs any Application classified as a “Government Application.” 

  

	3.	AT&T Supplier Information Security Requirements 

 The following AT&T Supplier Information
Security Requirements (“Security Requirements”) apply to Amdocs, its Subcontractors, and each of their employees and/or temporary workers, contractors, vendors and/or agents who perform Services for, on behalf of, and/or through AT&T
(for the purpose of this Appendix, each or all “Supplier”) that include any of the following: 
 1.
Supplier’s performance of Services that involve the collection, storage, handling, or disposal of AT&T Data; 
 2. Supplier-offered
or -supported AT&T branded services using non-AT&T network and Information Resources (as defined below); 
 3. Connectivity to
AT&T non-public networks and Information Resources (as defined below); 
 4. Custom software development or software implementation; or

 5. Website hosting and development for AT&T and/or AT&T’s customers. 

Supplier represents and warrants that during the term of this Agreement and thereafter (as applicable with respect to Supplier’s obligations under the
Survival of Obligations clause) Supplier is, and shall continue to be, in compliance with its obligations as set forth herein. In addition to all other remedies specified in the Agreement, Supplier agrees that AT&T shall be entitled to seek an
injunction, specific performance or other equitable relief and [**] by Supplier to enforce the obligations in these Security Requirements, including those that survive Termination, Cancellation or expiration of this Agreement. The provisions of this
Appendix shall not be deemed to, and shall not, limit any more 

  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 8 









 Agreement Number 02026713.A.013 

 

 
stringent security or other obligations of the Agreement. Section and paragraph headings contained in parentheses following paragraphs in the table, below, in this Appendix are for reference
purposes only and are not to affect the meaning or interpretation of this Agreement. 
 AT&T reserves the right to update or modify its Security
Requirements from time to time as specified below. Upon notification by AT&T of its need to modify the Security Requirements, Supplier agrees to promptly negotiate in good faith and execute an amendment to this Agreement to incorporate any such
modification. Supplier acknowledges that AT&T may require modifications to Security Requirements upon: 
  

	 	1.	Extension, or renewal of the Agreement; 

  

	 	2.	Any change in work scope or other substantive modification of the Agreement; or 

  

	 	3.	Identification of a potential threat scenario. 

 3.1 Definitions: 

Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set forth in the main body of the Agreement. 

“AT&T Network” is the internal, non-public AT&T network infrastructure. 

“AT&T Systems” are the internal, non-public AT&T systems and applications. 

“Customer Facing System” means an Information Resource accessible from public networks which is intended for
use by AT&T’s customers and which resides in a DMZ, as defined below, and where that DMZ: 
  

	 	A.	Is protected by firewalls located between the Internet and the DMZ, between that DMZ and all other DMZs, and between the DMZ and the AT&T intranet, 


 

	 	B.	Prohibits incoming TELNET connections from public networks, and 

  

	 	C.	Prohibits incoming FTP connections from public networks except to specific systems known as “FTP drop boxes”. 


Note: A Customer Facing System which also is used by AT&T employees, contractors, vendors or suppliers to perform work on behalf of AT&T is not
considered a Customer Facing System when performing such work. 
 “Demilitarized Zone” or “DMZ” is a network or
sub-network that sits between a trusted internal network, such as a corporate private LAN, and an untrusted external network, such as the public Internet. A DMZ helps prevent outside users from gaining direct access to internal Information
Resources. The DMZ must be separated from the untrusted external network by use of a firewall and must be separated from the trusted internal network by use of another firewall. Inbound packets from the untrusted external network must terminate
within the DMZ and must not be allowed to flow directly through to the trusted internal network. All inbound packets which flow to the trusted internal network must only originate within the DMZ. For additional clarification, see the diagram below;
however, the written text shall control with respect to the interpretation of this definition. 

  
 RESTRICTED –
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 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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 “Information Resources” means any systems, applications, and network
elements, and the information stored, transmitted, or processed with these resources in conjunction with supporting AT&T and/or used by Supplier in fulfillment of its obligations under this Agreement. 

“Sensitive Personal Information” or “SPI” means any information that could be used to
uniquely identify, locate, or contact a single person (or potentially be exploited to steal the identity of an individual, commit fraud or perpetuate other crimes). Examples of SPI include, but are not limited to, social security numbers, national,
state or province issued identification number, drivers license numbers, dates of birth, bank account numbers, and credit card numbers. 

“Strong Encryption” means the use of encryption technologies with minimum key lengths of 128-bits for
symmetric encryption and 1024-bits for asymmetric encryption whose strength provides reasonable assurance that it will protect the encrypted information from unauthorized access, and is adequate to protect the confidentiality and privacy of the
encrypted information. 
 3.2 Security Requirements 
 In
accordance with the foregoing, Supplier shall: 
  

	1.	Actively monitor industry resources (e.g., www.cert.org, pertinent software vendor mailing lists & websites, etc.) for timely notification of all applicable security alerts pertaining to the Supplier
networks and Information Resources. (Security Alerts) 

  

	2.	Scan externally-facing Information Resources with applicable industry-standard security vulnerability scanning software (including, but not limited to, network, server, & application scanning tools) [**].
(Externally-facing System Scanning) 

  

	3.	Scan internal Information Resources with applicable industry-standard security vulnerability scanning software (including, but not limited to, network, server, application & database scanning tools) [**].
(Internal System Scanning) 

  

	4.	Upon AT&T’s request, furnish to AT&T its most current scanning results for Information Resources. (Sharing Scanning Results with AT&T) 


 

	5.	Deploy one or more Intrusion Detection Systems (IDS) in an active mode of operation. (Intrusion Detection Systems) 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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	6.	Have and use a documented process to remediate security vulnerabilities in the Information Resources, including, but not limited to, those discovered through industry publications, vulnerability scanning, virus
scanning, and the review of security logs, and apply appropriate security patches promptly with respect to the probability that such vulnerability can be, or is in the process of being, exploited. (Remediating/Patching Service Vulnerabilities)


  

	7.	Assign security administration responsibilities for configuring host operating systems to specific individuals. (Security Administration Responsibilities) 


 

	8.	Ensure that its security staff has reasonable and necessary experience in information/network security. (Necessary Staff Experience) 


 

	9.	Ensure that all of Supplier’s Information Resources are and remain ‘hardened’ including, but not limited to, removing or disabling unused network services (e.g., finger, rlogin, ftp, simple TCP/IP
services, etc.) and installing a system firewall, TCP Wrappers or similar technology. (Hardened Systems) 

  

	10.	Change all default account names and/or default passwords in accordance with password requirements as set forth herein. (Changing default Account names and Passwords) 


 

	11.	Limit system administrator/root (or privileged, super user, or the like) access to host operating systems only to individuals requiring high-level access in the performance of their jobs. (Limit Super User Privileges)


  

	12.	Require system administrators to restrict access by users to only the commands, data and Information Resources necessary for them to perform authorized functions. (Administrators to Restrict User Access)


  

	13.	Ensure that all of Supplier’s networks and Information Resources are located in secure physical facilities with access limited and restricted to authorized individuals only. (Information Resources in Secure
Facilities) 

  

	14.	Monitor and record, for audit purposes, access to the physical facilities containing networks and Information Resources used in connection with Supplier’s performance of its obligations under the Agreement.
(Monitoring and Recording Access) 

  

	15.	When providing Internet-based services to AT&T, protect AT&T Data by the implementation of a network DMZ. Web servers providing service to AT&T shall reside in the DMZ. Information Resources storing AT&T
Data (such as application and database servers) shall reside in a trusted internal network. (Internet Services Must Use DMZ) 

  

	16.	Upon AT&T’s request, provide to AT&T a logical network diagram detailing the Information Resources (including, but not limited to, firewalls, servers, etc.) that will support AT&T. (Provision of Logical
Network Diagram) 

  

	17.	Have a documented process and controls in place to detect and handle unauthorized attempts to access AT&T Data. (Detection and Handling of Unauthorized Access). 


 

	18.	Use Strong Encryption for the transfer of AT&T Data outside AT&T- or Supplier-controlled facilities or when transmitting AT&T Data over any untrusted network. (Note: This also applies to AT&T Data
contained in email, or the attachments embedded within the email, as the case may be. For greater clarity, if, for example, the text in an email does not contain AT&T Data, but the embedded attachments within that email do contain AT&T Data,
then the embedded attachment, but not the email, needs to be encrypted.) (Encryption of Information in Transit) 

  

	19.	Require strong authentication (e.g., two factor token or digital certificates) for remote access or use of Information Resources. (Remote Access Authentication). 


  
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Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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	20.	Isolate AT&T’s applications and Information from any other customer’s or Supplier’s own applications and information either by using physically separate servers or alternatively by using logical
access controls where physical separation of servers is not implemented. (Separate AT&T Data from non-AT&T Data) 

  

	21.	Have a documented procedure for the secure backup, transport storage, and disposal of AT&T Data and, upon AT&T’s request, provide such documented procedure to AT&T. (Secure Backup, Transport, Storage
and Disposal of AT&T Data) 

  

	22.	Amdocs will maintain and upon request provide the Business Continuity Plan for their operations associated with each Amdocs Facility, covering the Applications and Projects that are assigned to them by AT&T, as set
forth in this section at all times during the term of this Agreement. This Business Continuity Plan will ensure that Supplier can meet its contractual obligations under the Agreement, including the requirements of any applicable Statement of Work or
Service Level Agreement. Upon AT&T’s request, Supplier shall promptly update its business continuity plan to include a potential threat scenario. (Business Continuity Plan) 


 

	23.	Where physical and logical security of AT&T SPI cannot be ensured, store AT&T SPI using Strong Encryption. (Encryption at Rest / Storage) 


 

	24.	Limit access to AT&T Data, including, but not limited to, paper hard copies, only to authorized persons or systems. (Limit Access to AT&T Data Regardless of Form) 


 

	25.	Return or, at AT&T’s option, destroy all AT&T Data, including electronic and hard copies, within thirty (30) days after the sooner of: (a) expiration or Termination or Cancellation of the
Agreement; (b) AT&T’s request for the return of AT&T Data; or (c) the date when Supplier (or its suppliers or representatives) no longer needs the AT&T Data. In the event that AT&T approves destruction as an
alternative to returning the Information, then Supplier shall certify the destruction (e.g., degaussing, overwriting, performing a secure erase, performing a chip erase, shredding, cutting, punching holes, breaking, etc.) as rendering the AT&T
Data non-retrievable. (Return of AT&T Data) 

  

	26.	Unless otherwise instructed by AT&T, when collecting, generating or creating Information for, through or on behalf of AT&T or under the AT&T brand, whenever practicable, label such Information as
“AT&T Proprietary Information” or, at a minimum, label AT&T Data as “Confidential” or “Proprietary”. Supplier acknowledges that AT&T Data shall remain AT&T-owned Information irrespective of labeling or
absence thereof. (Confidential or Proprietary Markings) 

  

	27.	Assign unique UserIDs to individual users. (Unique User IDs) 

  

	28.	Have and use a documented UserID Lifecycle Management process including, but not limited to, procedures for approved account creation, timely account removal, and account modification (e.g., changes to privileges, span
of access, functions/roles) for all Information Resources and across all environments (e.g., production, test, development, etc.). (UserID Life Cycle Management) 

  


	29.	Enforce the rule of least privilege (i.e., limiting access to only the commands and Information necessary to perform authorized functions according to one’s job function). (Rule of Least Privilege)


  

	30.	Limit failed login attempts to no more than [**] successive attempts and lock the user account upon reaching that limit. Access to the user account can be reactivated subsequently through a manual process requiring
verification of the user’s identity or, where such capability exists, can be automatically reactivated after [**] from the last failed login attempt. (Limit Failed Logins) 


  
 RESTRICTED –
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 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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	31.	Terminate interactive sessions, or activate a secure, locking screensaver requiring authentication, after a period of inactivity [**]. Exception: Where elsewhere authorized in writing by AT&T, AT&T
customer usage of Customer Facing Systems may be exempted from this requirement. (Terminate Inactive Interactive Sessions) 

  

	32.	Require password expiration at regular intervals not to exceed [**]. Exception: Where elsewhere authorized in writing by AT&T, AT&T customer usage of Customer Facing Systems may be exempted from this
requirement. (Expire Passwords) 

  

	33.	Use an authentication method based on the sensitivity of Information When passwords are used, they must meet these minimum requirements: 


 

	 	•	 	Passwords must be a minimum of [**] characters in length. 

  

	 	•	 	Passwords must contain characters from at least [**] of the these groupings: alpha, numeric, and special characters. 

  

	 	•	 	Passwords must not be the same as the UserID with which they are associated. 

  

	 	•	 	Password construction must be complex and not contain names, dictionary words, combinations of words, or words with substitutions of numbers for letters, e.g., s3cur1ty. 


 

	 	•	 	Passwords must not contain repeating or sequential characters or numbers. 

 Note: 1. When
systems or applications do not enforce these password requirements, users and administrators must be instructed to comply with these password requirements when selecting passwords. 

2. Applications housing more sensitive AT&T Data, as identified by AT&T, may require an authentication mechanism stronger than
passwords and the authentication mechanism must be approved by AT&T in advance in writing. Examples of stronger authentication methods include tokens, digital certificates, passphrases, and biometrics. Exception: Where elsewhere
authorized in writing by AT&T, AT&T customer usage of Customer Facing Systems may be exempted from this requirement. (Passwords and Construction Rules) 
  

	34.	Use a secure method for the conveyance of authentication credentials (e.g., passwords) and authentication mechanisms (e.g., tokens or smart cards). (Use Secure Method to Convey UserIDs and Passwords) 


 

	35.	Display a warning or “no-trespassing” banner on applicable login screens or pages when in Supplier’s environment and not an AT&T branded product or service. 


(example long version): 

This is an <company name> system, restricted to authorized individuals. This system is subject to monitoring. Unauthorized users, access,
and/or modification will be prosecuted. 
 (example short version): 

<company name> authorized use ONLY, subject to monitoring. All other use prohibited. 

For AT&T branded products or services or for software developed for AT&T, the Supplier shall display a warning banner on login screens
or pages provided by AT&T. (Display Warning Banners) 
  

	36.	Have current antivirus software installed and running to scan for and promptly remove viruses. (Scan and Remove Viruses) 

  

	37.	Separate non-production Information Resources from production Information Resources. (Separate Production and Non-Production Information Resources) 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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	38.	Have a documented software change control process including back out procedures. (Software Change Control Process) 

  

	39.	For applications which utilize a database that allows modifications to AT&T Data, have database transaction logging features enabled and retain database transaction logs for a minimum of [**] (Utilize Database
Transaction Logging) 

  

	40.	For all software developed, used, furnished and/or supported under this Agreement, review such software to find and remediate security vulnerabilities during initial implementation and upon any modifications and
updates. (Review Code for Vulnerabilities) 

  

	41.	Perform quality assurance testing for the application functionality and security components (e.g., testing of authentication, authorization, and accounting functions, as well as any other activity designed to validate
the security architecture) during initial implementation and upon any modifications and updates. (Quality Assurance Test Application and Security Vulnerabilities). 


 

	42.	Not store AT&T SPI on removable media (e.g., USB flash drives, thumb drives, memory sticks, tapes, CDs, external hard drives) except: (a) for backup and data interchange purposes as allowed and required
under contract and (b) using Strong Encryption. (Control SPI on Removable Media) 

  

	43.	Restrict access to any AT&T SPI to authorized individuals. (Restrict Access to SPI) 

  

	44.	Restrict access to security logs to authorized individuals.(Restrict Access to Security Logs) 

  

	45.	Review, on [**], security logs for anomalies and document and resolve all logged security problems in a timely manner. (Review Security Logs and Resolve Security Problems) 


 

	46.	Retain complete and accurate records relating to its performance of its obligations arising out of these Security Requirements and Supplier’s compliance herewith in a format that will permit audit for a period of
[**], or longer as may be required pursuant to a court order or civil or regulatory proceeding. Notwithstanding the foregoing, Supplier shall only be required to maintain security logs for a [**]. (Retain Records) 


 

	47.	Permit AT&T to conduct an audit to verify Supplier’s compliance with the contractual obligations in connection with these AT&T Supplier Information Security Requirements. Upon AT&T’s request for
audit, Supplier shall schedule a security audit to commence [**] from such request. In the event that AT&T, in its sole discretion, deems that a security breach has occurred, Supplier shall schedule the audit to commence within [**] of
AT&T’s notice requiring an audit. This provision shall not be deemed to, and shall not, limit any more stringent audit obligations permitting the examination of Supplier’s records contained in the Agreement. (Audit Rights)


  

	48.	[**] of receipt of the audit report, provide AT&T a written report outlining the corrective actions that Supplier has implemented or proposes to implement with the schedule and corrective action. Supplier shall
update this report to AT&T [**] reporting the status of all corrective actions through the date of implementation. Supplier shall implement all corrective actions [**] of Supplier’s receipt of the audit report. (Remediate Audit Findings).


  

	49.	Have and use a documented procedure to follow in the event of an actual or suspected unauthorized intrusion or other security violation, including, but not limited to, a physical security or computer security incident
(e.g., hacker activity or the introduction of a virus or malicious code), that involves Supplier in fulfillment of its obligations under this Agreement, which includes immediate notification to the AT&T Computer Security Incident Response Team
(ACSIRT). 

 ACSIRT 24 hour contact information: 

[**] 

  
 RESTRICTED –
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 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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	50.	Provide AT&T with regular status updates on any actual or suspected unauthorized intrusion or other security violation that involves Information Resources used in conjunction with supporting AT&T and/or used by
Supplier in fulfillment of its obligations under this Agreement, including but not limited to actions taken to resolve the incident, [**] for the duration of the incident, [**] of the closure of the incident, a written report describing the
incident, actions taken by the Supplier during its response and the Supplier’s plans for future actions to prevent a similar incident from occurring. (Provide AT&T Incident Response Status and Final Resolution) 


 

	51.	Ensure, prior to furnishing or development of custom software, that such software incorporates applicable AT&T security requirements as documented by AT&T in the business requirements for the applicable
software. (Software Must Comply with AT&T Security Requirements.) 

  

	52.	Ensure that all personnel, subcontractors or representatives performing work on any AT&T Information Resources or the resources used to interconnect to AT&T resources or the resources used to house AT&T Data
under this Agreement are in compliance with these Security Requirements. (All Work to Be In Compliance with SISR) 

  

	53.	At a minimum annually, review these Security Requirements to ensure that Supplier is in compliance with the requirements. (Periodically Review and Ensure Compliance with SISR) 


 

	54.	Return all AT&T owned or provided access devices (including, but not limited to, SecurID® tokens and/or software) as soon as practicable, but in no event [**]
after the sooner of: (a) expiration, Termination, or Cancellation of the Agreement; (b) AT&T’s request for the return of such property; or (c) the date when Supplier (or its suppliers or representatives) no longer need such
devices. (Return all AT&T Owned or Provided Access Devices) 

 3.3 Connectivity Requirements 

In the event Supplier has, or will be provided, connectivity (i.e., access to AT&T’s or its customers’ networks) in conjunction with this
Agreement, then, in addition to the foregoing, the following requirements shall apply to Supplier: 
 1. In the event that a data connection
agreement, such as a “Master Data Connection Agreement,” “Data Connection Agreement,” and/or “Connection Supplement” (“DCA”) exists between the Parties, and incorporates this Agreement by reference, or is
otherwise integrated with, or used to govern the Parties’ connectivity obligations under, this Agreement, such DCA is hereby superseded by the terms of these Security Requirements, effective as of the date these Security
Requirements become effective under the Agreement, and the terms of such DCA are amended to require that the Security Requirements, and not the DCA, are controlling in the Agreement (as well as any agreements subordinate to this Agreement).
Notwithstanding the foregoing, the DCA remains in full force and effect for all other agreements between the Parties to which it applies.  
 2.
Supplier shall: 
 a. Use only the mutually agreed upon facilities and connection methodologies to interconnect AT&T’s networks with
Supplier’s networks and to provide access to the data for each connection. 
 b. Only establish interconnection to endpoint resources and/or end users
outside the United States as specified in the Agreement. 

  
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Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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 c. Provide AT&T access to any Supplier facilities during normal business hours for the maintenance and
support of any AT&T equipment (e.g., router) used for the transmission of Information under this Agreement. 
 d. Maintain logs of all sessions that
pass through the Supplier’s perimeter security gateway. These session logs must include sufficiently detailed information to identify the end user or application, origination IP address, destination IP address, ports/service protocols used and
duration of access. These session logs must be retained [**]. 
 e. Use any AT&T equipment provided under this Agreement only for the furnishing of
those Services or functions explicitly defined in the Agreement. 
 f. Ensure that all Supplier interconnections to AT&T pass through the designated
AT&T perimeter security gateway (e.g., firewall). 
 g. Ensure that Supplier interconnections to AT&T terminate at a perimeter security gateway
(e.g., firewall) at the Supplier end of the connection. 
 3. In addition to other rights set forth herein, AT&T shall have the right to: 

a. Gather information relating to Supplier’s access to AT&T’s networks, processing systems and applications. This information may be collected,
retained and analyzed by AT&T to identify potential security risks without further notice. This information may include trace files, statistics, network addresses, and the actual data or screens accessed or transferred. 

b. AT&T shall have the right to immediately suspend or terminate any interconnection if AT&T, in its sole discretion, believes there has been a breach
of security or unauthorized access to or misuse of AT&T data facilities or Information. 
 3.4 Offshore Information Technology Services Requirements

 In the event Supplier currently provides or will be providing Offshore Information Technology Services in conjunction with this Agreement, then, in
addition to the foregoing, the following requirements shall apply to Supplier: 
  

	1	Strong authentication controls must be established for firewalls, firewall management servers, and firewall hop boxes. Options for strong authentication may include two-factor authentication methods such as tokens,
smart-cards and/or one-time passwords. 

  

	2	Supplier must ensure that firewall configurations are hardened by selecting a sample of firewalls and verifying that the default rule set ensures the following: 


a. IP source routing is disabled. 

b. Loopback address is prohibited from entering the internal network, 

c. Anti-spoofing filters are implemented. 

d. Broadcast packets are disallowed from entering the network, 

e. ICMP redirects are disabled. 

f. Fragmented packets are dropped. 

g. Ruleset ends with a DENY ALL statement 
  

	3	Screen savers or connection timeouts are required to prevent unauthorized access to unattended workstations. 


  
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	4	Perform [**] revalidations on the user account list on firewalls, firewall management servers, and firewall hop boxes to ensure that only those users authorized for access to manage these devices have an account. This
includes the need to revalidate the authorization level of each user account to ensure appropriate permission levels are maintained. 

  

	5	Production support personnel and development personnel must have enough separation and auditable controls to ensure that standard change management procedures are always consistently followed. 


 

	6	Developers cannot access production platforms “at will”. For some trouble-shooting situations, developers may be provided access to production platforms but only on an “as needed basis” and for a
limited duration. All temporary access should be documented (who, what, when, where and why). 

  

	7	Track and approve changes to firewall rules is required and must be validated annually. Inappropriate firewall rules must be removed immediately. 


 

	8	Require a clean desk policy at the end of the day. 

  

	9A	Effective [**], all portable or removable media (such as CD, floppy and USB drives) will be removed or disabled to ensure that AT&T Data cannot be downloaded and taken offsite. 


 

	9B	Wireless networking technologies must not be used for communicating unless the following steps are taken by Amdocs to maintain the confidentiality and integrity of the communication and to prevent unauthorized access to
the transmitting device and/or receiving device. When wireless networking technologies are used: 

 (i) All communications over
wireless networks must be transmitted via Virtual Private Network (VPN) session(s) using Strong Encryption. 
 (ii) Strong authentication
(e.g., two factor token or digital certificates) must be used for authenticating VPN access. 
 (iii) Wireless hardware (with the exception
of wireless network cards and access points) must be located in a physically secure area (e.g., in a locked wiring closet or locked machine room). 

(iv) All services not being used on the access point, router, and VPN concentrator must be disabled. 

(v) Enable Media Access Control (MAC)-based filtering so that only specified wireless cards can communicate to the access point. 

 

	10	Supplier must implement procedures to ensure that AT&T Data is not downloaded and removed by Supplier, including at a minimum, searches of persons and their belongings when exiting AT&T restricted areas and
Supplier’s premises. 

  

	11	Notify individuals that removal of AT&T Data from the work area or Supplier’s premises is not allowed, to include signage that communicates this policy and that people and personal property including, without
limitation, packages, briefcases, and purses are subject to inspection prior to exiting AT&T restricted areas and Supplier’s premises. 

  

	12	Verify that all printed media containing AT&T Data (any information obtained from or provided by AT&T, including information about AT&T Systems, its employees and its customers) is securely stored, and that
a mechanism is in place to protect the security and privacy of AT&T Data. Procedures are required to restrict access to AT&T Data to authorized Supplier personnel only, and to ensure that all media containing AT&T Data is accounted for
and reconciled on [**] to ensure that the information is not removed from Supplier’s premises. 


  
 RESTRICTED –
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Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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	13	All access to electronic documentation of AT&T Data retained locally must be password protected and restricted to the very minimum number of Supplier personnel. Supplier must implement procedures to ensure that
AT&T Data is not downloaded and removed by Supplier personnel, including, at a minimum, searches of persons and their belongings when exiting AT&T restricted areas and Supplier’s premises. 


 

	14	All electronically stored or printed AT&T Data no longer needed must be shredded onsite or destroyed onsite by authorized Supplier personnel assigned to AT&T projects. Shred bins must be located in AT&T
restricted areas and locked until the shredding takes place. 

  

	15	A [**] Metric Report of Perimeter Security on the Supplier’s system should be reported to AT&T that consists of: 

  

	 	•	 	Location 

  

	 	•	 	Date 

  

	 	•	 	# of Intrusions 

  

	 	•	 	Type of Intrusions 

  

	 	•	 	Source 

  

	 	•	 	Destination 

  

	 	•	 	Detail 

  

	 	•	 	Actions 

 Security IDS audit logs must be retained [**] and offline for a period of at least
[**]. 
  

	16	Remote access to AT&T Networks or AT&T Data is prohibited. All work on AT&T projects must be performed within the AT&T restricted area on Supplier’s premises. Prior written exception to this
prohibition must be obtained from the [**]). Supplier’s use of laptops offsite must have written approval from the [**]). 

  

	17	Randomly check Supplier-based email and internet-based email so that AT&T Data is not sent to an unauthorized recipient. [**], Amdocs must check for the AT&T Proprietary – Restricted and AT&T
Proprietary – Sensitive Personal Information markings in emails and attachments sent from Amdocs to non-AT&T personnel outside. Any unauthorized transmissions must be reported by Amdocs in an email to the [**]. 


 

	18	B2B VPN connections to AT&T are required to be secured from other remote connections. 

  

	19	Device-specific monitoring tools must be used to assure that firewall hardware is operational. 

  

	20	To minimize the risk exposure to visiting AT&T employees in locations that are of medium-high risk of terrorist attacks, adequate security measures are required to include (at a minimum) an enclosed property
perimeter with controlled access at entrances, inspection program for people and cars, including delivery vehicles at the entrance, Supplier security personnel trained in surveillance and explosives detection, Supplier mailroom personnel trained in
package screening procedures, deployment of security cameras connected to a central monitoring control room, random patrols of property, and restricted vehicle parking near buildings. The security plan should increase security measures as the threat
level increases. 

  

	21	All access points into the Supplier’s building(s) where AT&T work is being performed must be locked by either physical keys or a card key system, or controlled by a guard service to restrict access only to
authorized individuals. These mechanisms must be in working order and utilized at all times. Proper identification must be worn by all persons inside the Supplier’s building and a procedure in place to challenge those not wearing appropriate
identification in the Supplier’s building. The cable vault, electrical and telephone areas should be secured to give access only to those authorized. 


  
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	22	Card key access lists and event logs must be reviewed by Supplier [**] to validate that building card key access is limited to only those individuals with a need to be in the Supplier’s building and restricted area
where AT&T work is being performed. Ensure that all keys are accounted for and limited to those individuals with a need to be in the Supplier’s building and restricted areas and all locks are changed on a regular interval (at a minimum
annually). Ensure that Supplier personnel surrender company identification, keys and access cards before leaving the premises when access to an area is no longer required or upon voluntarily or involuntarily ceasing to work for Supplier and that the
access cards are deactivated. [**] should include employee, contractor and supplier termination records and any associated unauthorized access attempts in the event logs. 


 

	23	Alarmed doors and monitored electronic systems are required to detect unauthorized access or access attempts with a plan to respond to and document incidents. [**] recorded video surveillance is required of the area
where work on AT&T projects is performed, including entry and exit points. 

  

	24	Prior to permitting any person access to an AT&T project source or origin code (for example, software development), and at annual intervals thereafter, Supplier must ensure that such person (employee, contractor,
subcontractor) is not on the Denied Persons List or the Specially Designated Nationals List of the US Department of Commerce – Bureau of Industry and Security. – Those lists are located at
http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm. 

 Prior to permitting any person direct or indirect
access, whether physical, virtual, or otherwise, to any of AT&T’s company, employee, or customer information, or any of AT&T’s or AT&T’s customers’ premises, systems, software, or networks, Supplier must have a
reputable security company perform a criminal background check and verification of the identity of such person (employee, contractor, or subcontractor including onsite security guards responsible for physical security of Supplier’s premises and
AT&T restricted areas, and unescorted cleaning/maintenance personnel). 
  

	25	A security plan must be in place to include training of Supplier personnel to report suspicious activity/security incidents and complaints that did or could affect AT&T, to include documentation, follow-up and
reporting to the AT&T IT:OFFSHORE organization and, as necessary, law enforcement. 

 Information to be reported to
the Executive Director of the IT:OFFSHORE organization would consist of at least: 
  

	 	•	 	Date of Incident 

  

	 	•	 	Who - Identify those involved and be descriptive (suspects, vehicles, property, license plate numbers, ...) 

  

	 	•	 	What - What happened and how? 

  

	 	•	 	When - When did the incident occur? 

  

	 	•	 	Where - Where did the incident take place? 

  

	 	•	 	Action Taken – What action was taken? Was law enforcement notified? 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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 Agreement Number 02026713.A.013 

 


	26	An exercise of Supplier’s recovery strategy must be conducted annually. [**] from the completion of a disaster recovery exercise by Amdocs, Amdocs will produce a documented conclusion with a corrective action plan
and proposed committed timeframes for corrective action upon which the Parties will agree within [**] from receipt of the action plan. 

  

	27	Failover processes and procedures are required to support AT&T applications and these failover processes and procedures are exercised [**] 


 

	28	Business continuity communication documents, processes, and procedures must be readily available and current. 

  

	29	As soon as reasonably possible after the execution of this Agreement and on an annual basis thereafter, Supplier will, at no charge to AT&T, perform a security audit utilizing a reputable independent auditor, as
agreed by the Parties. Such security audit shall ensure that Supplier will strictly follow these AT&T Supplier Information Security Requirements. 


3.5 Requirements for Offshore Information Technology Services Requiring Elevated Rights 

In the event Supplier currently provides or will be providing system, database, and or network administrator/root (or privileged, super user, or the like)
access to host operating systems located on AT&T non-public networks in conjunction with this Agreement from an Offshore Location, then, in addition to the foregoing, the following requirements shall apply to Supplier: 

 

	 	1	Access for privileged offshore users will be via a front-end Citrix farm that requires SecurID authentication, with front end Citrix servers located in a DMZ segment. An alternative to this is an AT&T-provided
Client VPN with a SecurID token used over a secure connection (NOT the public Internet) as reviewed and approved by AT&T’s Chief Security Office (CSO). 


 

	 	2	Auditing options must be enabled on any Supplier perimeter equipment which controls access to the Supplier equipment used to do AT&T work. To ensure integrity of audit log entries, all Supplier system clocks must be
synchronized to the same time source. Synchronization to AT&T clocks is not required. At a minimum, security audit log(s) must be automatically updated for the following system events: 


a. Successful and unsuccessful login attempts. 

b. Successful and unsuccessful attempts to switch to another user’s account (where applicable). 

c. Logoffs. 

d. User attempts to access files or resources outside their privilege level. 

e. User access to all privileged files and/or processes. 

f. Operating system configuration changes. 

g. Operating system program changes. 

h. All changes, that can feasibly be captured, to system hardware and software. 

i. All security-related changes, including adding users. 

  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
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 Agreement Number 02026713.A.013 

 

 j. Failures for computer, program, communications, and operations. 

k. Starting and stopping of audit logging. 

Security audit logs must be maintained [**] and offline for a [**]. 
  

	 	3	AT&T reserves the right to perform vulnerability scans and review the scanning results of Supplier systems in a pre-announced, scheduled manner on Supplier’s equipment on an AT&T isolated LAN segment and
Supplier Network equipment used to access AT&T Networks, systems, and data or Supplier agrees to reveal to the [**] the detailed scanning findings and closure activities related to vulnerabilities found [**]. 


Information to be reported to the AT&T-IT OCE would consist of at least: 

 

	 	•	 	Date of discovery of vulnerability 

  

	 	•	 	How it was remediated 

  

	 	•	 	What was remediated 

  

	 	•	 	What are the plans to remediate 

  

	 	•	 	Estimated Date of closure 

  

	 	4	An Intrusion Prevention System (IPS) is required on Supplier’s data network to prevent unauthorized access. 


  
 RESTRICTED –
PROPRIETARY INFORMATION 
 The information contained herein is for use by authorized employees of AT&T, Amdocs and their Affiliated
Companies only, and is not for general distribution within those companies or for distribution outside those companies, except by written agreement. 


  
 21 









 Agreement Number 02026713.A.013 

 

 Limited Offshore Remote Access (“LORA”) to AT&T Systems 

The following outlines the AT&T requirements and procedures to which the Supplier must adhere for allowance of select pre-authorized offshore Supplier
personnel to have remote access to AT&T systems, for which the Supplier is already under contract with AT&T to perform IT support services. 
 This
remote access program (the “Limited Offshore Remote Access”) set forth herein defines the program requirements and how the Supplier shall work with the AT&T Offshore Compliance and Enablement organization to determine if Supplier can
utilize the LORA for an existing or new information technology Services engagement. Examples of engagements where AT&T will consider Supplier’s request for LORA would be a Work Order where offshore Supplier personnel are required to perform
after-hours work monitoring support services and access AT&T data. 
 I. Definitions 

 

	 	•	 	AT&T IT Offshore Compliance & Enablement (IT OCE) – AT&T Information Technology organization that manages oversight of the Limited Offshore Remote Access program. The IT OCE will serve as
the front door and provide authorization to Supplier. IT OCE point of contact is identified below. 

 “AT&T
Proprietary – Restricted Information” or “Restricted Information” means: any Information that has a higher level of sensitivity and therefore must be shared only among persons with a clear business need to know; or any
Information that requires a high degree of protection by law and loss or unauthorized disclosure could require notification by AT&T to government agencies, individuals or law enforcement; or any Information that if revealed widely could present
an increased risk of compromising computer systems, fraud, or increased likelihood of disrupting business operations. Examples of Restricted Information include, but are not limited to, unpublished financial information, designs and development
plans for new or improved products, services, or processes, Customer Proprietary Network Information (CPNI), marketing information including customer contact lists, software source code for business critical applications, other companies’
confidential information that is shared with AT&T under contract or an NDA, internal AT&T authentication credentials (e.g., passwords, PINs and password hint answers), and security and/or network information including: logs, engineering or
architecture diagrams, configuration files, firewall rules, security incident reports, and vulnerability information. 
  

	 	•	 	Limited Offshore Remote (“LORA”) - the ability, with prior AT&T IT OCE approval, for an Offshore Supplier resource to connect to AT&T systems via AT&T client VPN from their Resource Home
Location for the purposes of completing contracted work for AT&T. 

  

	 	•	 	 “Management Remote Access Laptop”- limited in use by Amdocs Management Band 3 (Group leader-management personnel) and above who
support the AT&T account, from the Amdocs facility, Resource Home Location or travel. There will be no transfer of or storage of 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.013 

 


	 	 
SPI and AT&T Proprietary – Restricted Information or Restricted Information on this device. For clarity the only access to SPI and AT&T Proprietary – Restricted
Information or Restricted Information will be as defined in Article II #3 below, “Remote Access end-user for laptops without AT&T Data requirements”. 



 

	 	•	 	Remote Access Laptop/Desktop – A Supplier-provided Laptop/Desktop which will be used by an approved Supplier resource for LORA from their home location. 


 

	 	•	 	Resource Home Location – The home residence of a Supplier resource. Each approved Supplier resource can have LORA from only one Resource Home Location. 


 

	 	•	 	Controlled and Audited Supplier Facility – The designated offshore Supplier work location, which is governed by controls specified by AT&T. This is the Supplier resource’s primary work location.


  

	 	•	 	Remote Access Solution – From the Resource Home Location, an approved Supplier resource will use a Remote Access Laptop/Desktop to connect to the AT&T Secure VPN Gateway. 


 

	 	•	 	Permanent Workstation/Virtual Workstation A laptop or desktop located in a controlled and audited Supplier facility that is used to access the AT&T network for contracted services. 


II. LORA requirements: 
  

	 	1.	General requirements: Supplier shall adhere to the following: 

  

	 	a.	Each individual LORA user shall be reviewed and either approved or denied [**] from receipt of written request to the AT&T IT Offshore Compliance & Enablement (IT OCE). 


 

	 	b.	Each individual LORA request must be linked with a specific statement of work covered under an existing or pending Work Order issued under a current Master Agreement between AT&T and the Supplier. 


 

	 	c.	Supplier is to maintain a history log of all requests for LORA. 

  

	 	d.	Supplier is to submit all new LORA requests to IT OCE, in a format specified by AT&T. 

  

	 	e.	The IT OCE Sr. Technical Director or equivalent will approve or deny each request. 

  

	 	f.	[**] interface at the time of this document being implemented. This is subject to change by AT&T. 

  

	 	g.	Supplier may also request AT&T IT OCE approval for temporary remote access from a location other than the Resource Home Location. 


 

	 	h.	Resource Home Location shall be subject to voluntary inspection /verification, as agreed upon by the Parties, by Supplier or AT&T representative if AT&T information/resource is present. The Supplier resource
must notify AT&T/Supplier of any changes in Resource Home Location. 

  

	 	i.	Amdocs will notify AT&T immediately upon an Amdocs resource’s change in status that would no longer require them to have LORA. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 23 









 Agreement Number 02026713.A.013 

 


	 	2.	[**] and immediately upon approval, all offshore Supplier personnel approved for LORA must complete Supplier-provided compliance training, which shall include but not be limited to: 


 

	 	a.	A review of all of the requirements outlined in this Agreement that pertain to the end-users of the Remote Access Solution. The review shall include but not be limited to: the use of the Remote Access Solution from only
a single Resource Home Location; the Remote Access Laptop theft/loss reporting requirements; and the prohibition of the use of the Remote Access Solution for anything other than responding to on-call situations. 


 

	 	b.	Review of the following guidelines: https://spsf05.web.att.com/sites/AssetProtection/APO/Investigations/LaptopThefts.aspx. 

  

	 	c.	Upon AT&T request, Supplier shall provide to the AT&T IT Offshore Compliance & Enablement (IT OCE) team confirmation that the above training has been completed annually and upon LORA approvals.


  

	 	3.	Management Remote Access Laptop with AT&T Data other than SPI or AT&T Proprietary – Restricted Information (“APRI”) or Restricted Information (“RI”) requirements: 


  
 



 
 Supplier shall adhere to the following: 

 

	 	a.	Supplier shall designate, provide and support the Management Remote Access Laptop to be used from the Resource Home Location, Amdocs Facility and travel. 


 

	 	b.	Each Management Remote Access Laptop shall have anti-virus and firewall software installed and operating. 

  

	 	c.	 The configuration file that controls these settings required for LORA shall be read only for the user and editable only by authorized domain
administrators (e.g., settings 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 24 









 Agreement Number 02026713.A.013 

 


	 	
that control full hard drive encryption, antivirus and [**], for application installations) or resources approved for LORA shall not have administrator rights on the Management Remote Access
Laptop. 

  

	 	d.	Each Management Remote Access Laptop shall have a full hard drive encryption solution, such as [**], installed and operating, with all data encrypted as long as the laptop is “locked” (screensaver has turned
on) or the Management Remote Access Laptop is shut down. The configuration file that controls the above settings shall be read only for the user and editable only by authorized domain administrators. 


 

	 	e.	Management Remote Access Laptops with no [**] software or equivalent product installed must require both a password and biometric (i.e., thumb print scan) authentication for both logging into the device and
“unlocking” the device (gaining control of the device after the screensaver has turned on). The configuration file that controls the above settings shall be read only for the user and editable only by authorized domain administrators.
Amdocs will work in good faith to have this requirement implemented [**]. 

  

	 	f.	Password and/or biometric-protected screensavers must be set with the inactivity timeout set to [**] or less. The configuration file that controls the above settings shall be read only for the user and editable only by
authorized domain administrators. 

  

	 	g.	Each Management Remote Access Laptop shall have the [**] or equivalent product installed and operating [**], with the configuration file that controls the above settings set to be read only for the user and editable
only by authorized domain administrators. Supplier shall initiate the [**] data wipe process for all lost or stolen laptops within [**] of the reported theft or loss of a Management Remote Access Laptop. Supplier is to notify [**] of a lost or
stolen Management Remote Access Laptop within [**], including in such notification a description of AT&T information that was on the Management Remote Access Laptop. Supplier shall provide full and proactive cooperation with any investigation
related to AT&T. In addition to Amdocs’ obligation to indemnify , in the event of such a loss of equipment, if it is determined that the lost equipment included personnel Information (personal data such as HR information, SSN, address,
etc.) and the Supplier has failed to comply with the provisions of subsections b, c, d, e, and f, above the Supplier shall provide [**]. 

  

	 	h.	Each Management Remote Access Laptop shall only be able to [**] network at any one time. 

  

	 	i.	Management Remote Access Laptops shall use either (i) a VPN connection to AT&T through AT&T’s approved Client VPN or (ii) another VPN connection to connect to the Supplier’s corporate
network. The Management Remote Access Laptop may not use both (i) and (ii) at the same time or any other connection method(s). 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 25 









 Agreement Number 02026713.A.013 

 


	 	j.	The data and voice connection in the Resource Home Location and all associated costs shall be provided by the Supplier per the Supplier’s policy and will be either a wired or wireless connection. AT&T will not
be required to cover the charges for data and voice connections in the Resource Home Locations. Wired data connections are preferred. However, if the connection is wireless (e.g., WIFI or cellular wireless connection), the connection must be
encrypted and adequately secured. 

  

	 	k.	Supplier Laptops/Desktops shall be configured such that offshore Supplier personnel shall be unable to download or copy AT&T Data to external devices through means such as disk drives, USB drives, writeable CDs,
serial ports, etc. Such configuration settings shall be controlled centrally and editable only by authorized administrators. 

  

	 	l.	Except where expressly stated, all aforementioned software and hardware shall be provided by the Supplier. 

  

	 	m.	Security audit logs shall be maintained by the Supplier to track system events, including login attempts, user sessions, logoffs, configuration changes, and other pertinent events and data. Logs shall be retained online
for [**] 

  

	 	n.	Each LORA user [**] for reviewing desktop and email by December 31, 2010. Upon LORA approval each LORA user will execute, review findings classified by [**] as “High” and remediate findings that are found
to be SPI. Each LORA user will execute SPI Checker at least [**]. User must review entries in the output file written to the desktop [**] and are classified by [**] as “High”. Entries found to be SPI must be immediately deleted.


  

	 	o.	At all times, the Management Remote Access Laptop shall be kept in the possession of either the AT&T-approved offshore Supplier resource to whom Supplier has assigned the device or Supplier personnel that are
responsible for administering the LORA. 

  

	 	4.	Remote Access end-user for laptops without AT&T Data requirements:  

  
 



 
 To the extent approved by AT&T’s Executive Director of the IT OCE, Amdocs Offshore Personnel may perform Services
and access AT&T Data on an as-needed basis (e.g., to perform after-hours contracted work for AT&T only) from an authorized Resource Home Location with specifically designated and approved computers provided by Amdocs (each a “Remote
Access Laptop”), subject to the following: 
  

	 	a.	Access to AT&T Data by Offshore Personnel will be done only by: 

  

	 	•	 	First, accessing the Amdocs network 

  

	 	•	 	Second, from the Amdocs network, accessing the AT&T network through a “Virtual Workstation” 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.013 

 


	 	b.	Connection from the Amdocs network to the AT&T network is defined by AT&T. Currently this is done through a dedicated Business to Business (B2B) network connection. 


 

	 	c.	Each Remote Access Laptop will have Amdocs-provided anti-virus and firewall Software installed and operating in accordance with the Agreement. 


 

	 	d.	Each Remote Access Laptop will only access AT&T Data through an Amdocs-provided VPN tunnel that is authenticated using a strong two-factor token solution. 


 

	 	e.	Each Remote Access Laptop will have an AT&T-approved full hard drive encryption solution and Amdocs-provided anti-virus and firewall Software installed and operating in accordance with the Agreement.


  

	 	f.	Amdocs will implement and enforce commercially reasonable password complexity requirements that are no less strict than those required under this Agreement. 


 

	 	g.	Microsoft (MS) Remote DesktopTM , VPN Client, and/or Citrix ICA Client shall be installed, provided by and supported by Amdocs. Remote Desktop Protocol traffic must
be encrypted. High encryption must be enabled (128 bit). 

  

	 	h.	Remote Access Laptops shall use either (i) a VPN connection to connect to the Permanent Workstation at the Approved Work Location(s) or (ii) another VPN connection to connect to the Supplier’s corporate
network or (iii) by connecting to the Virtual Workstation or Citrix server in an AT&T or Amdocs facility, from the Amdocs network, using Microsoft Remote Laptop Connection or Citrix ICA Protocol. The Remote Access Laptop may not use both
(i) and (ii) and (iii) at the same time or any other connection methods. 

  

	 	i.	File transfer between the Remote Access Laptop and desktop shall be disabled by the Supplier. MS Remote Desktop and Citrix ICA Client shall be configured to disable download capability. The configuration file that
controls the above settings shall be read only for the user and editable only by authorized domain administrators. 

  

	 	j.	Password screensavers on Remote Access Laptops must be set with the inactivity timeout set to [**] or less. The configuration file that controls the above settings shall be read only for the user and editable only by
authorized domain administrators. 

  

	 	k.	Security audit logs will be maintained by Amdocs to track system events, including login attempts, user sessions, logoffs, configuration changes, and other pertinent events and data. 


 

	 	l.	Virtual Workstations will be configured such that Offshore Amdocs Personnel will be unable to download or copy AT&T Data to the Remote Access Device. Such configuration settings will be controlled centrally and
editable only by authorized administrators. 

  

	 	m.	Amdocs will be responsible for all costs associated with setting up the offshore remote access solution as described above. 

  

	 	n.	Amdocs will review in the yearly Security Awareness training that Remote Access Laptops, with exception to technical support, are not permitted inside the Approved Work Location(s). This is to ensure that the Remote
Access Laptop is never in a situation where AT&T data could be downloaded onto it. 

  

	 	o.	Permanent Workstations are not permitted to leave the Approved Work Location. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 27 









 Agreement Number 02026713.A.013 

 


	 	p.	Offshore Supplier personnel approved by AT&T for remote access may only utilize the Remote Access Solution from their Resource Home Location with exception to Section II.1.g Lora Requirements, General Requirements.


  

	 	q.	Offshore Supplier personnel shall only store their Remote Access Laptops in their Resource Home Locations. 

  

	 	r.	The Remote Access Solution shall only be used for AT&T business purposes, and only for on-call and emergency situations. AT&T will not approve the LORA for Supplier resources providing Services to AT&T who
are part or full time telecommuting and use of the Remote Access Solution as a primary disaster recovery solution is prohibited. 

  

	 	5.	Changes in Program: 

  

	 	a.	The Limited Remote Offshore Access program is subject to change as directed by AT&T. 

  

	 	b.	AT&T reserves the right to cancel any approved Limited Remote Offshore Access requests upon written notice to the Supplier. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 28 









 Agreement Number 02026713.A.013 

 

 Appendix K 
  

					
	 Country(ies) where
services are
authorized by AT&T
to be
performed
	  	 Services 

to be performed at approved Physical Location
	  	 Name of Supplier /
Subcontractor
performing the services

	 Austria
	  	[**]	  	Amdocs
			
	 Austria
	  	[**]	  	Amdocs
	 Cyprus
	  	[**]	  	Amdocs
	 India
	  	[**]	  	Amdocs
	 India
	  	[**]	  	Amdocs
	 India
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 United Kingdom
	  	[**]	  	Amdocs
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
			
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 Philippines
	  	[**]	  	[**]
			
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 29 








 Agreement Number 02026713.A.015 

AMENDMENT NO. 15 

AGREEMENT NO. 02026713 
 This Amendment
No. 15, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, (collectively, the “Agreement”); and 

WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003 pursuant to which AT&T has
the right to obtain a license to use Amdocs’ Software; 
 WHEREAS, Supplier and AT&T 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 to changes to Agreement
02026713 as follows: 
  

	1.	ARTICLE III - GENERAL TERMS is hereby amended to include the following new Section 3.42 entitled “Access to and Use of Information of Amdocs in AT&T’s PRISM Tool”. The
Parties further agree that the terms of Section 3.42 shall apply to each agreement between any AT&T Affiliate and any Amdocs Affiliate (collectively the “Agreements”). 


3.42 Access to and Use of Information of Amdocs in AT&T’s “PRISM” Tool 

On August 26, 2008, AT&T deployed for use a new version of AT&T’s “PRISM”, an IT management tool that serves as an
electronic repository for certain information about various 

  
 Proprietary and
Confidential 
 This Amendment and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party
representatives, and Amdocs except under written agreement by the contracting parties 









 Agreement Number 02026713.A.015 

 

 
AT&T software development projects, including the “artifacts” (i.e., work products) produced in the course of AT&T-IT’s Unified Process (“IT UP”) System
Development Life Cycle. Certain information of Amdocs relating to software development that Amdocs may or will perform for AT&T under the Agreements or other software development or maintenance projects that Amdocs may undertake for AT&T
under other agreements (or information derived therefrom) may be entered into and thereafter reside in PRISM. The Parties agree as follows with respect to such information: 

1. Access to and use of financial information of Amdocs 

The only persons who will have access to financial proprietary information of Amdocs in PRISM (e.g., information relating to the fees
Amdocs charges AT&T) are (i) AT&T employees, and (ii) contractors of AT&T subject to confidentiality obligations with AT&T similar to those set forth in this Agreement to whom AT&T has assigned an “IT Role”.
The “IT Roles” currently include, but shall not be limited to, the following: Client Account Representative/Business Consultant, Lead Project Manager, Project Manager, Project Management Director, Governance Administrator, Governance
Manager, Alternative Governance Manager, Strategic Initiative Owner, Strategic Initiative Alternate Owner, Strategic Initiative Designate, Budget Coordinator, PRISM Development, PRISM Testing, Administrator, Release Manager, Application Owner,
Business Owner, Development Director, and Business Application Owner. AT&T may change or add to these IT Roles as business needs require. Each such AT&T employee, and each such contractor performing an IT Role, may access and use
financial proprietary information of Amdocs in connection with AT&T’s receipt of Services from or AT&T’s performance of obligations (including AT&T’s performance of administrative obligations) with respect to Amdocs
and for no other purpose. 
 2. Access to and use of non-financial information of Amdocs 

Users of PRISM, whether (i) AT&T employees, or (ii)(a) contractors of AT&T or (b) third parties (including other suppliers to
AT&T of software development services) subject, in the case of (ii)(a) and (b), to confidentiality obligations with AT&T similar to those set forth in this Agreement, may access and use any non-financial information relating to any
AT&T software development or maintenance project that Amdocs undertakes for AT&T. 
 The terms and conditions of Agreement No. 02026713 as
previously amended in all other respects remain unmodified and in full force and effect. 

  
 Proprietary and
Confidential 
 This Amendment and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party
representatives, and Amdocs except under written agreement by the contracting parties 









 Agreement Number 02026713.A.015 

 

 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be
executed, which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.
		
	By:	 	 /s/ Bryson Stucki



			
		
	Printed Name:	 	 /s/ Bryson Stucki



			
		
	Title:	 	 Director of Finance



			
		
	Date:	 	 12-3-2010


 


			
	AT&T Services, Inc.
		
	By:	 	 Karin M. Hunt



			
		
	Printed Name:	 	Karen M. Hunt


			
		
	Title:	 	Senior Contract Manager


			
		
	Date:	 	 December 3, 2010


 
 


  
 Proprietary and
Confidential 
 This Amendment and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party
representatives, and Amdocs except under written agreement by the contracting parties 








 Reinstatement and Amendment 

No. 02026713.A.016 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.016 

REINSTATEMENT AND AMENDMENT NO. 16 

AGREEMENT NO. 02026713 
 This
Reinstatement and Amendment No. 16, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or
“Amdocs”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, (collectively, the “Agreement”); and 

WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003 pursuant to which AT&T has
the right to obtain a license to use Amdocs’ Software; and 
 WHEREAS, the Agreement expired by its terms on February 15, 2010 (the
“Prior Expiration Date”); and 
 WHEREAS, after such Prior Expiration Date, the Parties continued to perform under the Agreement as if it
had not expired, and with the intention of extending its term; and 
 WHEREAS, AT&T and Supplier now desire to revive the Agreement and to extend
its term and to formalize the validity and continuation of the Agreement since its Effective Date of August 7, 2003; 
 NOW, THEREFORE, in
consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as follows: 
  

	 	1.	The Agreement is revived; the term is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. The Parties further ratify all actions
taken by them under the Agreement between the Prior Expiration Date and the date when this Amendment is effective. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.016 

 


	 	2.	For purposes of extending the term of the Agreement, Section 3.32, “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement with an Effective Date of August 7, 2003, shall remain in effect for a term ending on May 15, 2011, unless earlier
Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
  

	 	3.	Appendix K is hereby deleted in its entirety and replaced with Appendix K, attached herewith, which shall apply to all agreements between any AT&T Entity and any Amdocs Entity. 


 

	 	4.	Appendix 1.2(4), Vendor Expense Policy, which is attached to the Agreement, is deleted in its entirety and replaced with the revised Appendix 1.2(4) Vendor Expense Policy, which is attached hereto.


 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain unmodified and in full force and
effect. 
 IN WITNESS WHEREOF, the Parties have caused this Reinstatement and Amendment to Agreement No. 02026713 to be executed, which may be
in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.
		
	By:	 	 /s/ Thomas C. Drury



			
		
	Printed Name:	 	 Thomas C. Drury



			
		
	Title:	 	 President



			
		
	Date:	 	 2-25-2011


 


			
	AT&T Services, Inc.
		
	By:	 	 /s/ Beverly J. Madsen



			
		
	Printed Name:	 	Beverly J. Madsen


			
		
	Title:	 	Senior Contract Manager


			
		
	Date:	 	 2-24-2011


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713.A.016 

 

 Appendix K 
  

					
	 Country(ies) where
services are authorized by
AT&T to be
performed
	  	 Services

to be performed at approved Physical Location
	  	 Name of Supplier /
Subcontractor
performing the services

	 Brazil
	  	[**]	  	[**]
			
	 Canada
	  	[**]	  	Amdocs
	 Canada
	  	[**]	  	Amdocs
	 Cyprus
	  	[**]	  	Amdocs
	 India
	  	[**]	  	Amdocs
	 India
	  	[**]	  	Amdocs
	 India
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	Amdocs
	 Israel
	  	[**]	  	[**]
			
	 United Kingdom
	  	[**]	  	Amdocs
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
			
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 Philippines
	  	[**]	  	[**]
			
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]
	 Singapore
	  	[**]	  	[**]
	 UK
	  	[**]	  	[**]
	 UK
	  	[**]	  	[**]
	 India
	  	[**]	  	[**]


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 4 









 Agreement Number 02026713.A.016 

 

 Appendix 1.2(4) 

AT&T Vendor Expense Policy 

AT&T Inc. and Participating Companies 

(Updated 1/3/2011) 
 1.0 General

 The AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in requesting reimbursement for business
travel, meals and other business related expense. Expenses outside this policy are not reimbursable. 
 The following principles apply to requests for
expense reimbursement: 
 When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”) receives proper
value in return. 
 The concept that a vendor and their employees are ‘entitled’ to certain types or amounts of expenditures while conducting
business with the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were incurred. The use of averages for any type expenditure or combination of expenditures is not permitted except as
specifically provided or documented in a contract. 
 Every vendor and AT&T employee who certifies or approves the correctness of any voucher or bill
should have reasonable knowledge the expense and amounts are proper and reasonable. In the absence of the adoption of such policy, or existing contractual agreements, these guidelines are considered the minimum requirements for requesting
reimbursement of Company funds. 
 Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an AT&T
Company. 
 Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations for Affiliates of AT&T Inc. for
appropriate supplier invoice authorization approval levels. 
 Receipts will be requested and reviewed for any unusual or out of the ordinary expenses or
where the approver cannot make a reasonable determination of the propriety of the invoice without a receipt. 
 The origination of a given expenditure for
business purposes is the responsibility of the vendor incurring the expense and the authorization of that expense is the responsibility of the appropriate level of AT&T management in accordance with the Schedule of Authorizations for Affiliates
of AT&T Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 5 









 Agreement Number 02026713.A.016 

 

 1.1 Non-Reimbursable Expenses 

The following is a list, although not all inclusive, of expenses considered not reimbursable: 

 

	 	•	 	Airline club membership fees, dues, or upgrade coupon 

  

	 	•	 	Barber/Hairstylist/Beautician Expenses 

  

	 	•	 	Birthday cakes, lunches, balloons, and other personal celebration/recognition costs 

  

	 	•	 	Break-room supplies for the supplier, such as coffee, creamer, paper products, soft drinks, snack food 

  

	 	•	 	Car rental additional fees associated with high speed toll access programs and GPS devices 

  

	 	•	 	Car Washes 

  

	 	•	 	Clothing, personal care items, and toiletries 

  

	 	•	 	Credit card fees 

  

	 	•	 	Entertainment expenses 

  

	 	•	 	Expenses associated with spouses or other travel companions 

  

	 	•	 	Expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel 

  

	 	•	 	Flowers, cards and gifts 

  

	 	•	 	Health Club and Fitness facilities 

  

	 	•	 	Hotel pay-per-view movies, Video Games and/or mini bar items 

  

	 	•	 	Insurance for rental car and or flight 

  

	 	•	 	Internet access in hotels (added to 3.5) 

  

	 	•	 	Laundry (except when overnight travel is required for 7 or more consecutive nights) 

  

	 	•	 	Lost luggage 

  

	 	•	 	Magazines & newspapers 

  

	 	•	 	Meals not consistent with AT&T’s Global Employee Expense Policy and or meals not directly required for doing business on the AT&T account (e.g. suppliers cannot voucher lunch with each other simply to talk
about AT&T) 

  

	 	•	 	Medical supplies 

  

	 	•	 	Membership fees to exercise facilities or social/country clubs 

  

	 	•	 	Movies purchased while on an airplane 

  

	 	•	 	Office expenses of suppliers 

  

	 	•	 	PC, cell phone, and other supplier support expenses (unless specifically authorized in the agreement) 

  

	 	•	 	Personal entertainment 

  

	 	•	 	Phone usage on airline unless AT&T business emergency 

  

	 	•	 	Safe rentals during a hotel stay 

  

	 	•	 	Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). AT&T expects all suppliers to complete the terms of contracts in the shortest period practicable. Charges for
shortening the timeframe in which contracts are fulfilled are not permissible. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 6 









 Agreement Number 02026713.A.016 

 


	 	•	 	Tips for housekeeping and excessive tips, i.e., in excess of 15% to 18% of cost of meal or services, excluding tax 

  

	 	•	 	Tobacco Products 

  

	 	•	 	Traffic or Parking Fines 

  

	 	•	 	Travel purchased with prepaid air passes. 

  

	 	•	 	Upgrades on airline, hotel, or car rental fees 

  

	 	•	 	Water (bottled or dispensed by a supplier), (unless authorized for specific countries where it is recommended that bottled water is used) 


The failure to comply with the above mentioned restrictions will result in the Company refusing payment of charges or pursuing restitution from the vendor.

 2.0 Responsibilities 
 2.1
Vendor’s Responsibility 
 AT&T’s sponsoring managers will ensure that vendors have been covered on this policy prior to
incurring any expenditure. Vendors and their sponsoring AT&T managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses. 

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are not
submitted for reimbursement within [**] from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and approved in a
timely manner. 
 3.0 Travel Policy 

Vendors must first consider the feasibility of using videoconferencing or teleconferencing as an alternative to travel. Travel that is to be
reimbursed by AT&T should be incurred only as necessary and pre-approved by AT&T (unless otherwise authorized in the agreement). 

AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be
made to vendor only after expenses are verified as valid. 
 3.1 Travel Authorization 

Travel requiring overnight stays must be pre-approved by the sponsoring AT&T Manager
3rd Level or above and should be approved only if it is necessary for the vendor to travel to perform required work. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 7 









 Agreement Number 02026713.A.016 

 

 3.2 Travel Reservations 

Vendors are expected to procure the most cost efficient travel arrangements, preferably equivalent to the AT&T discount rate. AT&T
does not reimburse for travel purchased with prepaid air passes. 
 3.3 Travel Expense Reimbursement 

Vendor travel expenses incurred for company business are reimbursable only as specified in these guidelines. Travel expenses may include the
following: 
  

	 	•	 	Transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service) 

  

	 	•	 	Meals and lodging 

  

	 	•	 	Parking and tolls 

  

	 	•	 	Tips/porter service (if necessary and reasonable) 

  

	 	•	 	Vendors who stay with friends or relatives or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their
hospitality by buying groceries, being host at a restaurant, etc. 

 The expense must be ordinary and necessary, not lavish or
extravagant, in the judgment of the AT&T sponsoring management. Any reimbursement request must be for actual expenditures only. 

3.4 Air Travel Arrangements 

Vendors must select lowest logical airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain
lowest possible airfare). Vendors shall book coach class fares for all travel at all times. First class bookings are not reimbursable. Vendors can request business class when a single segment of flight time (“in air time” excluding
stops, layovers and ground time) is greater than 8 hours providing the relevant manager pre-approves. 
 3.5 Hotel Arrangements 

AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making hotel reservations in the United States
(see Addendum A). U.S. vendors traveling outside the U.S. should reference the GSA, Government Per Diem as a guide: http://aoprals.state.gov/web920/per_diem.asp. Non-US vendors may use these dollar per diems as a guide, but any locally
specified per diems will take precedence. Vendors are expected to abide by these guidelines when making hotel arrangements or use specified AT&T preferred hotels/maximum location rates or reasonably priced hotels outside of the U.S. The AT&T
supplier manager can advise which hotel/max rate to use if there is a hotel in the location concerned. AT&T will only reimburse vendors up to the established room rate guideline/AT&T preferred hotel rate in each market, or for actual hotel
lodging charges incurred, whichever is less. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 8 









 Agreement Number 02026713.A.016 

 

 There must be a strong business justification for incurring any cost for internet
access, and a request for reimbursement must be accompanied by a detailed explanation regarding reason for charge. 
 Note:
Vendors must indicate the number of room nights on the transaction line when invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges. 

3.6 Ground Transportation 

While away from their home location overnight, vendors are expected to utilize rapid transit or local shuttle service. If the hotel provides a
complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local transportation is reimbursable as a business expense. Tips provided to taxi drivers cannot exceed
15% of the value of the total fare 
 A rental car is appropriate when the anticipated business cost is less than that of other available
public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models. 

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable in the US. Prepaid fuel or
refueling charges at the time of return are not reimbursable. 
 Rental cars should be refueled before returning to the rental company,
since gas purchased through the rental company carries an expensive refueling service charge. 
 3.7 Use of Personal Vehicle 

When use of personal vehicle is required, the current locally approved mileage rate for miles driven for the business portion of the trip
should be the maximum used to determine the amount to be reimbursed. 
 3.8 Parking 

If airport parking is necessary, vendors must use long term parking facilities. Additional costs for short term, valet or covered parking are
not reimbursable. 
 3.9 Entertainment 

Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense involving AT&T personnel, golf fees, tickets to
events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie, etc.) are not reimbursable. 

3.10 Laundry and Cleaning 

Reasonable laundry charges during business trips of seven or more consecutive nights are reimbursable based on actual expenses
incurred. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 9 









 Agreement Number 02026713.A.016 

 

 3.11 Communications 

 

	 	•	 	The actual cost of landline telephone calls for AT&T business is reimbursable. The use of AT&T products is required when available. 


 

	 	•	 	AT&T will not reimburse vendors for cell phone bills unless approved under the contract. With prior consent of the sponsoring AT&T Senior Manager, only individual calls that exceed a vendor’s rate
plan that are necessary to conduct business for AT&T may be reimbursed. 

  

	 	•	 	Charges for high speed internet access are not reimbursable unless specifically approved in the contract. 


3.12 Business Meals (Travel and Non-Travel) 

Vendors are expected to find reasonably priced dining alternatives. As a general rule, vendors are expected to spend [**] (or local currency
equivalent) inclusive of tax and gratuity or to abide by the legally specified per diem applicable in the Vendor’s country. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break
out the amount for meals and list the related number of travel days. If breakfast is offered as part of the hotel accommodation rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit expenses to cover meals or
expenses for an AT&T employee, whether in a home location or on official travel. 
 AT&T managers authorizing invoices will be held
accountable for ensuring that vendors are following this policy and are spending Company funds economically. 
 3.13 Flowers, Greeting
Cards, Gifts and Incentive Awards 
 The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal expense
and is not reimbursable. For example, vendors making a donation or providing a gift for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement. 

3.14 Loss or Damage to Personal Property 

The Company assumes no responsibility for loss or damage to a vendor’s personal property during business functions or hours. 

3.15 Publications 

Subscriptions to or purchases of magazines, newspapers and other publications are not reimbursable. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 10 









 Agreement Number 02026713.A.016 

 

 AT&T U.S. 2011 Hotel Room Rate Only Guidelines 

This Chart applies to the U.S. locations. For Travel outside of the U.S., travelers should exercise prudent judgment and select reasonably priced hotels,
based on local market conditions. Employees traveling outside the U.S. should reference the GSA, Government Per Diems as a guide. http://aoprals.state.gov/web920/per_diem.asp 

***U.S. Cities not listed on this Hotel Room Rate Only Guideline Matrix, default to [**] nightly rate. On occasion an AT&T Preferred Property may exceed
the rate guideline for a season (s) or particular city, but has been added due to demand within the market. However, if an alternate Preferred Property within the guideline is offered it should be accepted when available. You may select
the Preferred Property that is over the Guideline if it is the option that is available, selecting the appropriate reason code. 
  

																							
	 City
	  	 St
	  	2011
Guideline	 	  	 City
	  	St	  	2011
Guideline	 	  	 City
	  	 St
	  	2011
Guideline	 
	 Anchorage
	  	AK	  	 	[**]	  	  	 Plantation
	  	FL	  	 	[**]	  	  	 Edison
	  	NJ	  	 	[**]	  
	 Fairbanks
	  	AK	  	 	[**]	  	  	 Port St. Lucie
	  	FL	  	 	[**]	  	  	 Elizabeth
	  	NJ	  	 	[**]	  
	 Glennallen
	  	AK	  	 	[**]	  	  	 Saint Augustine
	  	FL	  	 	[**]	  	  	 Fair Lawn
	  	NJ	  	 	[**]	  
	 Ketchikan
	  	AK	  	 	[**]	  	  	 Sarasota
	  	FL	  	 	[**]	  	  	 Florham Park
	  	NJ	  	 	[**]	  
	 Kodiak
	  	AK	  	 	[**]	  	  	 Sunrise
	  	FL	  	 	[**]	  	  	 Iselin
	  	NJ	  	 	[**]	  
	 Birmingham
	  	AL	  	 	[**]	  	  	 Tallahassee
	  	FL	  	 	[**]	  	  	 Mahwah
	  	NJ	  	 	[**]	  
	 Decatur
	  	AL	  	 	[**]	  	  	 Tamarac
	  	FL	  	 	[**]	  	  	 Manahawkin
	  	NJ	  	 	[**]	  
	 Florence
	  	AL	  	 	[**]	  	  	 Tampa
	  	FL	  	 	[**]	  	  	 Morristown
	  	NJ	  	 	[**]	  
	 Hoover
	  	AL	  	 	[**]	  	  	 West Palm Beach
	  	FL	  	 	[**]	  	  	 Newark
	  	NJ	  	 	[**]	  
	 Huntsville
	  	AL	  	 	[**]	  	  	 Alpharetta
	  	GA	  	 	[**]	  	  	 Paramus
	  	NJ	  	 	[**]	  
	 Montgomery
	  	AL	  	 	[**]	  	  	 Atlanta
	  	GA	  	 	[**]	  	  	 Parsippany
	  	NJ	  	 	[**]	  
	 Mobile
	  	AL	  	 	[**]	  	  	 Augusta
	  	GA	  	 	[**]	  	  	 Piscataway
	  	NJ	  	 	[**]	  
	 Tuscaloosa
	  	AL	  	 	[**]	  	  	 Brunswick
	  	GA	  	 	[**]	  	  	 Princeton
	  	NJ	  	 	[**]	  
	 Bryant
	  	AR	  	 	[**]	  	  	 Carrollton
	  	GA	  	 	[**]	  	  	 Ramsey
	  	NJ	  	 	[**]	  
	 El Dorado
	  	AR	  	 	[**]	  	  	 Columbus
	  	GA	  	 	[**]	  	  	 Red Bank
	  	NJ	  	 	[**]	  
	 Fayetteville
	  	AR	  	 	[**]	  	  	 Dublin
	  	GA	  	 	[**]	  	  	 Saddle Brook
	  	NJ	  	 	[**]	  
	 Fort Smith
	  	AR	  	 	[**]	  	  	 Duluth
	  	GA	  	 	[**]	  	  	 Saddle River
	  	NJ	  	 	[**]	  
	 Hardy
	  	AR	  	 	[**]	  	  	 Dunwoody
	  	GA	  	 	[**]	  	  	 Short Hills
	  	NJ	  	 	[**]	  
	 Little Rock
	  	AR	  	 	[**]	  	  	 Griffin
	  	GA	  	 	[**]	  	  	 Somerset
	  	NJ	  	 	[**]	  
	 Mountain Home
	  	AR	  	 	[**]	  	  	 Lawrenceville
	  	GA	  	 	[**]	  	  	 Teaneck
	  	NJ	  	 	[**]	  
	 North Littlerock
	  	AR	  	 	[**]	  	  	 Lithia Springs
	  	GA	  	 	[**]	  	  	 Tinton Falls
	  	NJ	  	 	[**]	  
	 Pine Bluff
	  	AR	  	 	[**]	  	  	 Norcross
	  	GA	  	 	[**]	  	  	 Warren
	  	NJ	  	 	[**]	  
	 Rogers
	  	AR	  	 	[**]	  	  	 Peachtree City
	  	GA	  	 	[**]	  	  	 West Orange
	  	NJ	  	 	[**]	  
	 Russellville
	  	AR	  	 	[**]	  	  	 Savannah
	  	GA	  	 	[**]	  	  	 Whippany
	  	NJ	  	 	[**]	  
	 Springdale
	  	AR	  	 	[**]	  	  	 Roswell
	  	GA	  	 	[**]	  	  	 Woodcliff Lake
	  	NJ	  	 	[**]	  
	 VanBuren
	  	AR	  	 	[**]	  	  	 Tifton
	  	GA	  	 	[**]	  	  	 Albuquerque
	  	NM	  	 	[**]	  
	 Chandler
	  	AZ	  	 	[**]	  	  	 Honolulu
	  	HI	  	 	[**]	  	  	 Henderson
	  	NV	  	 	[**]	  
	 Mesa
	  	AZ	  	 	[**]	  	  	 Kailua Kona
	  	HI	  	 	[**]	  	  	 Las Vegas
	  	NV	  	 	[**]	  
	 Phoenix
	  	AZ	  	 	[**]	  	  	 Kihei
	  	HI	  	 	[**]	  	  	 Pahrump
	  	NV	  	 	[**]	  
	 Rio Rico
	  	AZ	  	 	[**]	  	  	 Waikoloa
	  	HI	  	 	[**]	  	  	 Albany
	  	NY	  	 	[**]	  
	 Scottsdale
	  	AZ	  	 	[**]	  	  	 Desmoines
	  	IA	  	 	[**]	  	  	 Brooklyn
	  	NY	  	 	[**]	  
	 Tempe
	  	AZ	  	 	[**]	  	  	 Johnston
	  	IA	  	 	[**]	  	  	 Cheektowaga
	  	NY	  	 	[**]	  
	 Tucson
	  	AZ	  	 	[**]	  	  	 Urbandale
	  	IA	  	 	[**]	  	  	 Fishkill
	  	NY	  	 	[**]	  


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 11 









 Agreement Number 02026713.A.016 

 


																							
	 Yuma
	  	AZ	  	 	[**]	  	  	 Ammon
	  	ID	  	 	[**]	  	  	 Jamaica
	  	NY	  	 	[**]	  
	 Anaheim
	  	CA	  	 	[**]	  	  	 Idaho Falls
	  	ID	  	 	[**]	  	  	 New York
	  	NY	  	 	[**]	  
	 Buena Park
	  	CA	  	 	[**]	  	  	 Alsip
	  	IL	  	 	[**]	  	  	 Plainview
	  	NY	  	 	[**]	  
	 Burbank
	  	CA	  	 	[**]	  	  	 Arlington Heights
	  	IL	  	 	[**]	  	  	 Rochester
	  	NY	  	 	[**]	  
	 Burlingame
	  	CA	  	 	[**]	  	  	 Barrington
	  	IL	  	 	[**]	  	  	 Rockville Center
	  	NY	  	 	[**]	  
	 Carlsbad
	  	CA	  	 	[**]	  	  	 Bedford Park
	  	IL	  	 	[**]	  	  	 Syracuse
	  	NY	  	 	[**]	  
	 Cerritos
	  	CA	  	 	[**]	  	  	 Bourbonnais
	  	IL	  	 	[**]	  	  	 Tarrytown
	  	NY	  	 	[**]	  
	 Chico
	  	CA	  	 	[**]	  	  	 Champaign
	  	IL	  	 	[**]	  	  	 Vestal
	  	NY	  	 	[**]	  
	 City of Industry
	  	CA	  	 	[**]	  	  	 Chicago
	  	IL	  	 	[**]	  	  	 West Harrison
	  	NY	  	 	[**]	  
	 Clovis
	  	CA	  	 	[**]	  	  	 Danville
	  	IL	  	 	[**]	  	  	 White Plains
	  	NY	  	 	[**]	  
	 Concord
	  	CA	  	 	[**]	  	  	 Des Plaines
	  	IL	  	 	[**]	  	  	 Woodbury
	  	NY	  	 	[**]	  
	 Coronado
	  	CA	  	 	[**]	  	  	 Downers Grove
	  	IL	  	 	[**]	  	  	 Beachwood
	  	OH	  	 	[**]	  
	 Costa Mesa
	  	CA	  	 	[**]	  	  	 Elk Grove
	  	IL	  	 	[**]	  	  	 Boardman
	  	OH	  	 	[**]	  
	 Cupertino
	  	CA	  	 	[**]	  	  	 Elmhurst
	  	IL	  	 	[**]	  	  	 Centerville
	  	OH	  	 	[**]	  
	 Del Mar
	  	CA	  	 	[**]	  	  	 Fairview Heights
	  	IL	  	 	[**]	  	  	 Cleveland
	  	OH	  	 	[**]	  
	 Dublin
	  	CA	  	 	[**]	  	  	 Gurnee
	  	IL	  	 	[**]	  	  	 Columbus
	  	OH	  	 	[**]	  
	 El Segundo
	  	CA	  	 	[**]	  	  	 Hoffman Estates
	  	IL	  	 	[**]	  	  	 Dayton
	  	OH	  	 	[**]	  
	 Emeryville
	  	CA	  	 	[**]	  	  	 Lincolnshire
	  	IL	  	 	[**]	  	  	 Dublin
	  	OH	  	 	[**]	  
	 Escondido
	  	CA	  	 	[**]	  	  	 Lisle
	  	IL	  	 	[**]	  	  	 Fairborn
	  	OH	  	 	[**]	  
	 Eureka
	  	CA	  	 	[**]	  	  	 Lombard
	  	IL	  	 	[**]	  	  	 Independence
	  	OH	  	 	[**]	  
	 Garden Grove
	  	CA	  	 	[**]	  	  	 Naperville
	  	IL	  	 	[**]	  	  	 Mayfield Village
	  	OH	  	 	[**]	  
	 Glendale (North)
	  	CA	  	 	[**]	  	  	 Northbrook
	  	IL	  	 	[**]	  	  	 North Olmsted
	  	OH	  	 	[**]	  
	 Hawthorne
	  	CA	  	 	[**]	  	  	 Oakbrook
	  	IL	  	 	[**]	  	  	 Orange Village
	  	OH	  	 	[**]	  
	 Hayward
	  	CA	  	 	[**]	  	  	 Ofallon
	  	IL	  	 	[**]	  	  	 Perrysburg
	  	OH	  	 	[**]	  
	 Hollywood
	  	CA	  	 	[**]	  	  	 Palatine
	  	IL	  	 	[**]	  	  	 Poland
	  	OH	  	 	[**]	  
	 Irvine
	  	CA	  	 	[**]	  	  	 Rockford
	  	IL	  	 	[**]	  	  	 Reynoldsburg
	  	OH	  	 	[**]	  
	 La Jolla
	  	CA	  	 	[**]	  	  	 Rolling Meadows
	  	IL	  	 	[**]	  	  	 Richfield
	  	OH	  	 	[**]	  
	 Livermore
	  	CA	  	 	[**]	  	  	 Rosemont
	  	IL	  	 	[**]	  	  	 Oklahoma City
	  	OK	  	 	[**]	  
	 Long Beach
	  	CA	  	 	[**]	  	  	 Schaumburg
	  	IL	  	 	[**]	  	  	 Owasso
	  	OK	  	 	[**]	  
	 Los Angeles
	  	CA	  	 	[**]	  	  	 Springfield
	  	IL	  	 	[**]	  	  	 Ponca City
	  	OK	  	 	[**]	  
	 Merced
	  	CA	  	 	[**]	  	  	 Tinley Park
	  	IL	  	 	[**]	  	  	 Coos Bay
	  	OR	  	 	[**]	  
	 Milpitas
	  	CA	  	 	[**]	  	  	 Vernon Hills
	  	IL	  	 	[**]	  	  	 Lake Oswego
	  	OR	  	 	[**]	  
	 Modesto
	  	CA	  	 	[**]	  	  	 Westmont
	  	IL	  	 	[**]	  	  	 Portland
	  	OR	  	 	[**]	  
	 Montebello
	  	CA	  	 	[**]	  	  	 Willowbrook
	  	IL	  	 	[**]	  	  	 Tigard
	  	OR	  	 	[**]	  
	 Monterey
	  	CA	  	 	[**]	  	  	 Bloomington
	  	IN	  	 	[**]	  	  	 Allentown
	  	PA	  	 	[**]	  
	 Mountain View
	  	CA	  	 	[**]	  	  	 Carmel
	  	IN	  	 	[**]	  	  	 Audubon
	  	PA	  	 	[**]	  
	 Napa
	  	CA	  	 	[**]	  	  	 Columbus
	  	IN	  	 	[**]	  	  	 Bensalem
	  	PA	  	 	[**]	  
	 Newark
	  	CA	  	 	[**]	  	  	 Indianapolis
	  	IN	  	 	[**]	  	  	 Berwyn
	  	PA	  	 	[**]	  
	 Newport Beach
	  	CA	  	 	[**]	  	  	 Muncie
	  	IN	  	 	[**]	  	  	 Coraopolis
	  	PA	  	 	[**]	  
	 Oakland
	  	CA	  	 	[**]	  	  	 South Bend
	  	IN	  	 	[**]	  	  	 Essington
	  	PA	  	 	[**]	  
	 Ontario
	  	CA	  	 	[**]	  	  	 Merriam
	  	KS	  	 	[**]	  	  	 Glen Mills
	  	PA	  	 	[**]	  


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 12 









 Agreement Number 02026713.A.016 

 


																							
	 Orange
	  	CA	  	 	[**]	  	  	 Overland Park
	  	KS	  	 	[**]	  	  	 Harrisburg
	  	PA	  	 	[**]	  
	 Palo Alto
	  	CA	  	 	[**]	  	  	 Shawnee
	  	KS	  	 	[**]	  	  	 King of Prussia
	  	PA	  	 	[**]	  
	 Pasadena
	  	CA	  	 	[**]	  	  	 Topeka
	  	KS	  	 	[**]	  	  	 Langhorn
	  	PA	  	 	[**]	  
	 Petaluma
	  	CA	  	 	[**]	  	  	 Wichita
	  	KS	  	 	[**]	  	  	 Philadelphia
	  	PA	  	 	[**]	  
	 Pleasanton
	  	CA	  	 	[**]	  	  	 Covington
	  	KY	  	 	[**]	  	  	 Pittsburgh
	  	PA	  	 	[**]	  
	 Redondo Beach
	  	CA	  	 	[**]	  	  	 Louisville
	  	KY	  	 	[**]	  	  	 Wayne
	  	PA	  	 	[**]	  
	 Redwood City
	  	CA	  	 	[**]	  	  	 Baton Rouge
	  	LA	  	 	[**]	  	  	 Lincoln
	  	RI	  	 	[**]	  
	 Riverside
	  	CA	  	 	[**]	  	  	 Covington
	  	LA	  	 	[**]	  	  	 Providence
	  	RI	  	 	[**]	  
	 Rocklin
	  	CA	  	 	[**]	  	  	 La Place
	  	LA	  	 	[**]	  	  	 Anderson
	  	SC	  	 	[**]	  
	 Rohnert Park
	  	CA	  	 	[**]	  	  	 Metairie
	  	LA	  	 	[**]	  	  	 Charleston
	  	SC	  	 	[**]	  
	 Rosemead
	  	CA	  	 	[**]	  	  	 New Orleans
	  	LA	  	 	[**]	  	  	 Duncan
	  	SC	  	 	[**]	  
	 Sacramento
	  	CA	  	 	[**]	  	  	 Boston
	  	MA	  	 	[**]	  	  	 Florence
	  	SC	  	 	[**]	  
	 Salinas
	  	CA	  	 	[**]	  	  	 Burlington
	  	MA	  	 	[**]	  	  	 Hilton Head
	  	SC	  	 	[**]	  
	 San Carlos
	  	CA	  	 	[**]	  	  	 Cambridge
	  	MA	  	 	[**]	  	  	 Myrtle Beach
	  	SC	  	 	[**]	  
	 San Diego
	  	CA	  	 	[**]	  	  	 Dedham
	  	MA	  	 	[**]	  	  	 Brentwood
	  	TN	  	 	[**]	  
	 San Francisco
	  	CA	  	 	[**]	  	  	 Framingham
	  	MA	  	 	[**]	  	  	 Crossville
	  	TN	  	 	[**]	  
	 San Gabriel
	  	CA	  	 	[**]	  	  	 Lowell
	  	MA	  	 	[**]	  	  	 Franklin
	  	TN	  	 	[**]	  
	 San Jose
	  	CA	  	 	[**]	  	  	 Marlborough
	  	MA	  	 	[**]	  	  	 Jackson
	  	TN	  	 	[**]	  
	 San Luis Obispo
	  	CA	  	 	[**]	  	  	 Natick
	  	MA	  	 	[**]	  	  	 Johnson City
	  	TN	  	 	[**]	  
	 San Mateo
	  	CA	  	 	[**]	  	  	 Stoughton
	  	MA	  	 	[**]	  	  	 Knoxville
	  	TN	  	 	[**]	  
	 San Rafael
	  	CA	  	 	[**]	  	  	 Baltimore
	  	MD	  	 	[**]	  	  	 Memphis
	  	TN	  	 	[**]	  
	 San Ramon
	  	CA	  	 	[**]	  	  	 Bethesda
	  	MD	  	 	[**]	  	  	 Nashville
	  	TN	  	 	[**]	  
	 Santa Ana
	  	CA	  	 	[**]	  	  	 Columbia
	  	MD	  	 	[**]	  	  	 Addison
	  	TX	  	 	[**]	  
	 Santa Clara
	  	CA	  	 	[**]	  	  	 Greenbelt
	  	MD	  	 	[**]	  	  	 Arlington
	  	TX	  	 	[**]	  
	 Santa Monica
	  	CA	  	 	[**]	  	  	 Hanover
	  	MD	  	 	[**]	  	  	 Austin
	  	TX	  	 	[**]	  
	 Santa Rosa
	  	CA	  	 	[**]	  	  	 Linthicum
	  	MD	  	 	[**]	  	  	 Beaumont
	  	TX	  	 	[**]	  
	 Sherman Oaks
	  	CA	  	 	[**]	  	  	 Linthicum Heights
	  	MD	  	 	[**]	  	  	 Corpus Christi
	  	TX	  	 	[**]	  
	 South San Francisco
	  	CA	  	 	[**]	  	  	 Portland
	  	ME	  	 	[**]	  	  	 Dallas
	  	TX	  	 	[**]	  
	 Stevenson Ranch
	  	CA	  	 	[**]	  	  	 Battlecreek
	  	MI	  	 	[**]	  	  	 El Paso
	  	TX	  	 	[**]	  
	 Stockton
	  	CA	  	 	[**]	  	  	 Canton
	  	MI	  	 	[**]	  	  	 Frisco
	  	TX	  	 	[**]	  
	 Susanville
	  	CA	  	 	[**]	  	  	 Detroit
	  	MI	  	 	[**]	  	  	 Ft. Worth
	  	TX	  	 	[**]	  
	 Temecula
	  	CA	  	 	[**]	  	  	 Farmington Hills
	  	MI	  	 	[**]	  	  	 Houston
	  	TX	  	 	[**]	  
	 Thousand Oaks
	  	CA	  	 	[**]	  	  	 Holland
	  	MI	  	 	[**]	  	  	 Irving
	  	TX	  	 	[**]	  
	 Torrance
	  	CA	  	 	[**]	  	  	 Lansing
	  	MI	  	 	[**]	  	  	 McAllen
	  	TX	  	 	[**]	  
	 Ukiah
	  	CA	  	 	[**]	  	  	 Marquette
	  	MI	  	 	[**]	  	  	 Midland
	  	TX	  	 	[**]	  
	 Universal City
	  	CA	  	 	[**]	  	  	 Novi
	  	MI	  	 	[**]	  	  	 Plano
	  	TX	  	 	[**]	  
	 Valencia
	  	CA	  	 	[**]	  	  	 Port Huron
	  	MI	  	 	[**]	  	  	 Richardson
	  	TX	  	 	[**]	  
	 Van Nuys
	  	CA	  	 	[**]	  	  	 Romulus
	  	MI	  	 	[**]	  	  	 San Antonio
	  	TX	  	 	[**]	  
	 Walnut Creek
	  	CA	  	 	[**]	  	  	 Southfield
	  	MI	  	 	[**]	  	  	 Texarkana
	  	TX	  	 	[**]	  
	 Watsonville
	  	CA	  	 	[**]	  	  	 Walker
	  	MI	  	 	[**]	  	  	 Waxahachie
	  	TX	  	 	[**]	  
	 West Lake Village
	  	CA	  	 	[**]	  	  	 Warren
	  	MI	  	 	[**]	  	  	 The Woodlands
	  	TX	  	 	[**]	  
	 West Sacramento
	  	CA	  	 	[**]	  	  	 Baxter
	  	MN	  	 	[**]	  	  	 Salt Lake City
	  	UT	  	 	[**]	  


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 14 









 Agreement Number 02026713.A.016 

 


																							
	 Willits
	  	CA	  	 	[**]	  	  	 Bloomington
	  	MN	  	 	[**]	  	  	 Alexandria
	  	VA	  	 	[**]	  
	 Woodland
	  	CA	  	 	[**]	  	  	 Edina
	  	MN	  	 	[**]	  	  	 Arlington
	  	VA	  	 	[**]	  
	 Yorba Linda
	  	CA	  	 	[**]	  	  	 Minneapolis
	  	MN	  	 	[**]	  	  	 Charlottesville
	  	VA	  	 	[**]	  
	 Aurora
	  	CO	  	 	[**]	  	  	 St. Paul
	  	MN	  	 	[**]	  	  	 Chantilly
	  	VA	  	 	[**]	  
	 Boulder
	  	CO	  	 	[**]	  	  	 Bridgeton
	  	MO	  	 	[**]	  	  	 Chester
	  	VA	  	 	[**]	  
	 Colorado Springs
	  	CO	  	 	[**]	  	  	 Columbia
	  	MO	  	 	[**]	  	  	 Dulles
	  	VA	  	 	[**]	  
	 Denver
	  	CO	  	 	[**]	  	  	 Fenton
	  	MO	  	 	[**]	  	  	 Fairfax
	  	VA	  	 	[**]	  
	 Englewood
	  	CO	  	 	[**]	  	  	 Festus
	  	MO	  	 	[**]	  	  	 Falls Church
	  	VA	  	 	[**]	  
	 Greenwood Village
	  	CO	  	 	[**]	  	  	 Joplin
	  	MO	  	 	[**]	  	  	 Glen Allen
	  	VA	  	 	[**]	  
	 Glastonbury
	  	CT	  	 	[**]	  	  	 Kansas City
	  	MO	  	 	[**]	  	  	 Hampton
	  	VA	  	 	[**]	  
	 Meriden
	  	CT	  	 	[**]	  	  	 Kirkwood
	  	MO	  	 	[**]	  	  	 Herndon
	  	VA	  	 	[**]	  
	 New Haven
	  	CT	  	 	[**]	  	  	 Lees Summit
	  	MO	  	 	[**]	  	  	 Norfolk
	  	VA	  	 	[**]	  
	 New London
	  	CT	  	 	[**]	  	  	 Maryland Heights
	  	MO	  	 	[**]	  	  	 Richmond
	  	VA	  	 	[**]	  
	 Rocky Hill
	  	CT	  	 	[**]	  	  	 Saint Charles
	  	MO	  	 	[**]	  	  	 Sandston
	  	VA	  	 	[**]	  
	 Stamford
	  	CT	  	 	[**]	  	  	 Saint Louis
	  	MO	  	 	[**]	  	  	 Sterling
	  	VA	  	 	[**]	  
	 Wallingford
	  	CT	  	 	[**]	  	  	 Springfield
	  	MO	  	 	[**]	  	  	 Tysons Corner
	  	VA	  	 	[**]	  
	 Washington
	  	DC	  	 	[**]	  	  	 Jackson
	  	MS	  	 	[**]	  	  	 Vienna
	  	VA	  	 	[**]	  
	 Wilmington
	  	DE	  	 	[**]	  	  	 McComb
	  	MS	  	 	[**]	  	  	 Bellevue
	  	WA	  	 	[**]	  
	 Altamonte Springs
	  	FL	  	 	[**]	  	  	 Natchez
	  	MS	  	 	[**]	  	  	 Bothell
	  	WA	  	 	[**]	  
	 Aventura
	  	FL	  	 	[**]	  	  	 Ocean Springs
	  	MS	  	 	[**]	  	  	 Kirkland
	  	WA	  	 	[**]	  
	 Boca Raton
	  	FL	  	 	[**]	  	  	 Pearl
	  	MS	  	 	[**]	  	  	 Lynnwood
	  	WA	  	 	[**]	  
	 Boynton Beach
	  	FL	  	 	[**]	  	  	 Ridgeland
	  	MS	  	 	[**]	  	  	 Redmond
	  	WA	  	 	[**]	  
	 Dania Beach
	  	FL	  	 	[**]	  	  	 Tupelo
	  	MS	  	 	[**]	  	  	 Seattle
	  	WA	  	 	[**]	  
	 Fort Lauderdale
	  	FL	  	 	[**]	  	  	 Asheville
	  	NC	  	 	[**]	  	  	 Spokane
	  	WA	  	 	[**]	  
	 Fort Meyers
	  	FL	  	 	[**]	  	  	 Carolina Beach
	  	NC	  	 	[**]	  	  	 Tacoma
	  	WA	  	 	[**]	  
	 Jacksonville
	  	FL	  	 	[**]	  	  	 Charlotte
	  	NC	  	 	[**]	  	  	 Tukwila
	  	WA	  	 	[**]	  
	 Kendall
	  	FL	  	 	[**]	  	  	 Durham
	  	NC	  	 	[**]	  	  	 Woodinville
	  	WA	  	 	[**]	  
	 Key Largo/Tavernier
	  	FL	  	 	[**]	  	  	 Gastonia
	  	NC	  	 	[**]	  	  	 Green Bay
	  	WI	  	 	[**]	  
	 Key West
	  	FL	  	 	[**]	  	  	 Goldsboro
	  	NC	  	 	[**]	  	  	 Kenosha
	  	WI	  	 	[**]	  
	 Lake City
	  	FL	  	 	[**]	  	  	 Greensboro
	  	NC	  	 	[**]	  	  	 Kimberly
	  	WI	  	 	[**]	  
	 Lake Mary
	  	FL	  	 	[**]	  	  	 Morrisville
	  	NC	  	 	[**]	  	  	 Madison
	  	WI	  	 	[**]	  
	 Lakeland
	  	FL	  	 	[**]	  	  	 Raleigh
	  	NC	  	 	[**]	  	  	 Milwaukee
	  	WI	  	 	[**]	  
	 Marathon
	  	FL	  	 	[**]	  	  	 Shelby
	  	NC	  	 	[**]	  	  	 Mukwonago
	  	WI	  	 	[**]	  
	 Maitland
	  	FL	  	 	[**]	  	  	 Wilmington
	  	NC	  	 	[**]	  	  	 Oshkosh
	  	WI	  	 	[**]	  
	 Melbourne
	  	FL	  	 	[**]	  	  	 Winston Salem
	  	NC	  	 	[**]	  	  	 Pewaukee
	  	WI	  	 	[**]	  
	 Miami
	  	FL	  	 	[**]	  	  	 Omaha
	  	NE	  	 	[**]	  	  	 Waukesha
	  	WI	  	 	[**]	  
	 Miami Beach
	  	FL	  	 	[**]	  	  	 Basking Ridge
	  	NJ	  	 	[**]	  	  	 Wauwatosa
	  	WI	  	 	[**]	  
	 Orlando
	  	FL	  	 	[**]	  	  	 Bernardsville
	  	NJ	  	 	[**]	  	  	 Beckley
	  	WV	  	 	[**]	  
	 Palm Beach
	  	FL	  	 	[**]	  	  	 Bridgewater
	  	NJ	  	 	[**]	  	  	 Charleston
	  	WV	  	 	[**]	  
	 Panama City
	  	FL	  	 	[**]	  	  	 Cranbury
	  	NJ	  	 	[**]	  	  	 Hurricane
	  	WV	  	 	[**]	  
	 Pensacola
	  	FL	  	 	[**]	  	  	 Eatontown
	  	NJ	  	 	[**]	  	  		  		  			


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 15 








 Amendment 

No. 02026713.A.021 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.021 

AMENDMENT NO. 21 

AGREEMENT NO. 02026713 
 This Amendment
No. 21, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; and as amended by Amendment No. 20 effective
June 28, 2012 (collectively, the “Agreement”) and 
 WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that
certain Agreement No. 03032360.A.003 pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; and 
 NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as follows: 
  

	1.	A new Section 2.51, “AT&T Data,” is hereby added to ARTICLE II - DEFINITIONS as follows: 

  

	 	2.51	 “AT&T Data” means any data or information of AT&T, and any data or information of the customers of AT&T, that is provided
to or obtained by Amdocs in the performance of its obligations under this Agreement, including Customer Information, user identification numbers and passwords provided for access or use of AT&T Software, Equipment or Systems, data and
information with respect to the businesses, 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.021 

 


	 	
customer, operations, facilities, products, rates, regulatory compliance, competitors, consumer markets, assets, expenditures, mergers, acquisitions, divestitures, billings, collections, revenues
and finances of AT&T. “AT&T Data” also means any data or information created, generated, collected or processed by Amdocs in the performance of its obligations under this Agreement, including data processing input and output,
service level measurements, asset information, third party service and product agreements, contract charges and retained and pass-through expenses. 


The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain unmodified and in full force and effect. 

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in duplicate counterparts, each
of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ Thomas G. O’Brien



			
		
	Printed Name:	 	 Thomas G. O’Brien



			
		
	Title:	 	 Treasurer



			
		
	Date:	 	 7-23-2012


 


			
	AT&T Services, Inc.


			
		
	By:	 	 /s/ Beverly J. Madsen



			
		
	Printed Name:	 	Beverly J. Madsen


			
		
	Title:	 	Senior Contract Manager


			
		
	Date:	 	 July 20, 2012


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 








 Amendment 

No. 02026713.A.025 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.025 

AMENDMENT NO. 25 

AGREEMENT NO. 02026713 
 This Amendment
No. 25, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; as amended by Amendment No. 20 effective June 28,
2012; as amended by Amendment No. 21 effective July 23, 2012; as amended by Amendment No. 22 effective August 28, 2012; as amended by Amendment No. 23 effective October 31, 2012; as amended by Amendment No. 24
effective January 28, 2013 (collectively, the “Agreement”) and 
 WHEREAS, Amdocs Software Systems Limited and AT&T have entered
into that certain Agreement No. 03032360.A.003 pursuant to which AT&T has the right to obtain a license to use Amdocs’ Software; and 

WHEREAS, the Agreement in accordance with Amendment 24 is set to expire by its terms on March 31, 2013 (the “Prior Expiration Date”);
and 
 WHEREAS, AT&T and Supplier now desire to extend its term and to formalize the validity and continuation of the Agreement since its
Effective Date of August 7, 2003; 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.025 

 

 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties
hereto agree to changes to Agreement 02026713 as follows: 
  

	1.	The Agreement is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. 


 

	2.	For purposes of extending the term of the Agreement, Section 3.32, “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement with an Effective Date of August 7, 2003, shall remain in effect for a term ending on June 30, 2013, unless earlier
Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
  

	3.	For purposes of changing payment terms of the Agreement, Section 3.16.B, “Invoicing and Payment”, is hereby deleted in its entirety and replaced with the following: 


Section 3.16.B Invoicing and Payment 

The invoice shall specify in detail, where applicable (1) quantities of each ordered item, (2) unit prices of each ordered item,
(3) the estimated amount of tax per item, (4) any relevant item and commodity codes known to Amdocs, (5) total amounts for each item, (6) total estimated amount of applicable sales or use taxes, (7) discounts,
(8) shipping charges, and (9) total amount due. AT&T shall pay Supplier in accordance with the prices set forth in this Agreement [**] of the date of receipt of the invoice. Payment for Material or Services not conforming to the
Specifications (in the event of payments due upon Acceptance), and portions of any invoice in dispute, may be withheld by AT&T until such problem has been resolved in accordance with the escalation and arbitration mechanisms described in
Sections 4.7. If AT&T disputes any invoice rendered or amount paid, AT&T shall promptly so notify Supplier. The Parties shall use their best efforts to resolve such dispute expeditiously, including escalation in accordance with
Section 4.7 (A), if necessary. 
 The term “Leadership Council” and all references thereto are deleted throughout the
Agreement and associated Amendments, and where the Parties so agree in an applicable Work Order, is replaced by Section 4.7. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713.A.025 

 

 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ Michael Saeger



			
		
	Printed Name:	 	 Michael Saeger



			
		
	Title:	 	 Treasurer



			
		
	Date:	 	 3-22-2013


 


			
	AT&T Services, Inc.


			
		
	By:	 	 /s/ Phillip S. Castle



			
		
	Printed Name:	 	Phillip S. Castle


			
		
	Title:	 	Senior Contract Manager


			
		
	Date:	 	 3-22-2013


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 4 








 Amendment 

No. 02026713.A.026 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.026 

AMENDMENT NO. 26 

AGREEMENT NO. 02026713 
 This Amendment
No. 26, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; as amended by Amendment No. 20 effective June 28,
2012; as amended by Amendment No. 21 effective July 23, 2012; as amended by Amendment No. 22 effective August 28, 2012; as amended by Amendment No. 23 effective October 31, 2012; as amended by Amendment No. 24
effective January 28, 2013; and as amended by Amendment No. 25 effective March 22, 2013 (collectively, the “Agreement”) and 

WHEREAS, AT&T and Supplier now desire to further amend the Agreement; 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as
follows: 
  

	 	1.	Notwithstanding anything to the contrary contained in any Work Order or Order that was executed pursuant to the Agreement prior to March 22, 2013, the Parties agree that the payment terms for any invoices
issued by Amdocs to AT&T [**], shall be [**]. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.026 

 

 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ Thomas C. Drury



			
		
	Printed Name:	 	 Thomas C. Drury



			
		
	Title:	 	 President



			
		
	Date:	 	 4/10/2013


 


			
	AT&T Services, Inc.


			
		
	By:	 	 /s/ Beverly J. Madsen



			
		
	Printed Name:	 	 Beverly J. Madsen



			
		
	Title:	 	 Senior Contract Manager



			
		
	Date:	 	 4-9-2013


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 








 Reinstatement and Amendment 

No. 02026713.A.027 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.027 

REINSTATEMENT AND AMENDMENT NO. 27 

AGREEMENT NO. 02026713 
 This
Reinstatement and Amendment No. 27, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or
“Amdocs”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; as amended by Amendment No. 20 effective June 28,
2012; as amended by Amendment No. 21 effective July 23, 2012; as amended by Amendment No. 22 effective August 28, 2012; as amended by Amendment No. 23 effective October 31, 2012; as amended by Amendment No. 24
effective January 28, 2013; as amended by Amendment No. 25 effective March 22, 2013; and as amended by Amendment No. 26 effective April 10, 2013 (collectively, the “Agreement”) and 

WHEREAS, Amdocs Software Systems Limited and AT&T have entered into that certain Agreement No. 03032360.A.003 pursuant to which AT&T has
the right to obtain a license to use Amdocs’ Software; and 
 WHEREAS, the Agreement expired by its terms on June 30, 2013 (the “Prior
Expiration Date”); and 
 WHEREAS, after such Prior Expiration Date, the Parties continued to perform under the Agreement as if it had not
expired, and with the intention of extending its term; and 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 2 









 Agreement Number 02026713.A.027 

 

 WHEREAS, AT&T and Supplier now desire to revive the Agreement and to extend its term and to
formalize the validity and continuation of the Agreement since its Effective Date of August 7, 2003;  
 NOW, THEREFORE, in consideration
of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as follows: 
  

	 	1.	The Agreement is revived; the term is extended as set forth below; and the Agreement shall be deemed to have been in effect continuously since the Agreement Effective Date. The Parties further ratify all actions
taken by them under the Agreement between the Prior Expiration Date and the date when this Amendment is effective. 

  

	 	2.	For purposes of extending the term of the Agreement, Section 3.32, “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement with an Effective Date of August 7, 2003, shall remain in effect for a term ending on September 30, 2013, unless
earlier Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
  

	 	3.	For purposes of changing AT&T Data definitions, Section 2.51, “AT&T Data”, is deleted in its entirety and replaced with the following: 


2.51 “AT&T Data” 

“AT&T Data” means any data or information (i) of AT&T or its customers, that is disclosed or provided to Supplier by, or
otherwise obtained by Supplier from, AT&T or its customers, including Customer Information and customer proprietary network information (as that term is defined in Section 222 of the Communications Act of 1934, as amended, 47 U.S.C.
§222), as well as data and information with respect to the businesses, customers, operations, networks, systems, facilities, products, rates, regulatory compliance, competitors, consumer markets, assets, expenditures, mergers, acquisitions,
divestitures, billings, collections, revenues and finances of AT&T; and (ii) not supplied by AT&T or its customers, but created, generated, collected or harvested by Supplier either (a) in furtherance of this Agreement or an Order
hereunder or (b) as a result of Supplier having access to AT&T infrastructure, systems, data, hardware, software or processes (for example, through data processing input and output, service level measurements, or ascertainment of network
and system information). Notwithstanding the foregoing, the Parties agree that “AT&T Data” shall (1) not be deemed to include material or software (A)(I) created or owned by Amdocs prior to execution of this Agreement or (II)
provided under license from third parties by Amdocs prior to execution of this Agreement or (III) created by Amdocs or third parties after execution of this Agreement for a client other than AT&T or (B) that Supplier owns in accordance with
this Agreement or as agreed by the Parties in a Work Order, and (2) be deemed to include material or software that is derived from the performance and operation of AT&T Data or AT&T Proprietary Information. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 









 Agreement Number 02026713.A.027 

 


	 	4.	For purposes of adding AT&T Derived Data definitions, Section 2.52, “AT&T Derived Data”, is being added as follows: 


2.52 “AT&T Derived Data” 

“AT&T Derived Data” means any data or information that is a result of or modification of, adaption, revision, translation,
abridgement, condensation, compilation, evaluation, expansion, or any other recasting or processing of the AT&T Data, for example, as a result of Supplier’s observation, analysis, or visualization of AT&T Data arising out of the
performance of Supplier’s obligations. Notwithstanding the foregoing, the Parties agree that “AT&T Derived Data” shall not be deemed to include Supplier’s material or software that does not constitute AT&T Data as set
forth in Subsection 1 above. 
  

	 	5.	For purposes of addressing Ownership of AT&T Data and AT&T Derived Data, Section 3.37 “Ownership of AT&T Data and AT&T Derived Data”, is being added as follows: 


3.37 “Ownership of AT&T Data and AT&T Derived Data” 

 

	 	1.	AT&T Data is the property of AT&T. To the extent needed to perfect AT&T’s ownership in AT&T Data, Supplier hereby assigns all right, title and interest in AT&T Data to AT&T. No transfer of
title in AT&T Data is implied or shall occur under this Agreement. AT&T grants to Supplier and its approved subcontractors a license to access, use, and copy the AT&T Data, with no right to grant sublicenses, solely for the performance
of Supplier’s obligations during the Term of this Agreement and solely in compliance with AT&T’s privacy policies, including obligations relating to Customer Information as set forth in the Agreement. Supplier shall promptly return
AT&T Data, at no cost to AT&T, and in the format and on the media prescribed by AT&T (i) at any time at AT&T’s request, regardless of the expiration or termination of this Agreement, (ii) at the expiration or
termination of this Agreement, or (iii) with respect to particular AT&T Data, whenever such data is no longer needed by Supplier to perform its obligations under this Agreement. AT&T Data shall not be (a) utilized by Supplier for
any purpose other than as required to fulfill its obligations under this Agreement, (b) sold, assigned, leased, commercially exploited or otherwise provided to or accessed by third parties, whether by or on behalf of Supplier, (c) withheld
from AT&T by Supplier, or (d) used by Supplier to assert any lien or other right against or to it. Supplier shall promptly notify AT&T if Supplier believes that any use of AT&T Data by Supplier contemplated under this Agreement or
to be undertaken as part of the performance of this Agreement is inconsistent with the preceding sentence. 

  

	 	2.	 AT&T shall own all right, title and interest to the AT&T Derived Data. To the extent needed to perfect AT&T’s ownership in AT&T
Derived Data, Supplier hereby assigns all right, title and interest in AT&T Derived Data to AT&T. AT&T grants to Supplier and its approved subcontractors a license to access, use, and copy the AT&T Derived Data, with




  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 4 









 Agreement Number 02026713.A.027 

 


	 	
no right to grant sublicenses (except to an approved Supplier subcontractor), solely for the performance of Supplier’s obligations during the Term of this Agreement and solely in compliance
with AT&T’s privacy policies, including obligations relating to Customer Information. Supplier shall deliver AT&T Derived Data in the format, on the media and in the timing prescribed by AT&T. Such delivery shall be at no cost to
AT&T unless the format, media, or timing prescribed by AT&T for delivery would cause Supplier to incur substantial additional costs, in which case Supplier shall so notify AT&T and the Parties shall negotiate in good faith to determine
whether the format, media, or timing can be changed to avoid Supplier’s incurring such costs or to determine whether AT&T is willing to reimburse Supplier for such costs. If the Parties fail to agree, the Parties agree to use the Dispute
Resolution procedures in the Agreement to resolve the dispute. For the avoidance of doubt, Supplier shall not create or develop AT&T Derived Data after the expiration or termination of this Agreement. 


 

	 	3.	The provisions of this Section 3.37 shall apply (i) to all AT&T Data and AT&T Derived Data disclosed or otherwise provided to, or created, developed, modified, recast or processed by, Supplier on or
after the Effective Date of this Agreement should AT&T request such AT&T Data and AT&T Derived Data and (ii) to all AT&T Data and AT&T Derived Data disclosed or otherwise provided to, or created, developed, modified, recast
or processed by Supplier after the effective date of this Amendment No. 27 as part of the Services provided to AT&T under any Work Order that was in effect on the Effective Date of Amendment No.27. Supplier’s obligation to return
AT&T Data and AT&T Derived Data upon AT&T’s request shall survive the expiration or termination of this Agreement, but shall not apply to AT&T Data and AT&T Derived Data which, at the time of AT&T’s request for
return, is no longer retained by or on behalf of Supplier. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 5 









 Agreement Number 02026713.A.027 

 

 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Reinstatement and Amendment to Agreement
No. 02026713 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 



			
	Amdocs, Inc.


			
		
	By:	 	 /s/ Thomas C. Drury



			
		
	Printed Name:	 	 Thomas C. Drury



			
		
	Title:	 	 President



			
		
	Date:	 	 7-19-2013


 


			
	AT&T Services, Inc.


			
		
	By:	 	 /s/ Beverly J. Madsen



			
		
	Printed Name:	 	Beverly J. Madsen


			
		
	Title:	 	Senior Contract Manager


			
		
	Date:	 	 July 17, 2013


 
 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 6 








 Amendment 

No. 02026713.A.030 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.030 

AMENDMENT NO. 30 

AGREEMENT NO. 02026713 
 This Amendment
No. 30, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; as amended by Amendment No. 20 effective June 28,
2012; as amended by Amendment No. 21 effective July 23, 2012; as amended by Amendment No. 22 effective August 28, 2012; as amended by Amendment No. 23 effective October 31, 2012; as amended by Amendment No. 24
effective January 28, 2013; as amended by Amendment No. 25 effective March 22, 2013; as amended by Amendment No. 26 effective April 10, 2013; as amended by Amendment No. 27 effective July 19, 2013; as amended by
Amendment No. 28 effective September 30, 2013; and as amended by Amendment No. 29 effective February 28, 2014 (collectively, the “Agreement”) and 

WHEREAS, AT&T and Supplier now desire to further amend the Agreement; 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as
follows: 
  

	1.	For purposes of extending the term of the Agreement, Section 3.32, “Term of Agreement”, is deleted in its entirety and replaced with the following: 


3.32. Term of Agreement 

This Agreement with an Effective Date of August 7, 2003, shall remain in effect for a term ending on September 30, 2014, unless
earlier Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	2.	Section 3, “AT&T Supplier Information Security Requirements”, of Appendix 8, “AT&T Rules, Supplier Information Security Requirements and Limited Offshore Remote Access”, is
deleted in its entirety and replaced with the following: 

  

	 	3.	AT&T Supplier Information Security Requirements 

 The following AT&T Supplier
Information Security Requirements (“Security Requirements”) apply to Amdocs, its affiliates, its Subcontractors, and each of their employees and/or temporary workers, contractors, vendors and/or agents who perform any Services for, on
behalf of, and/or through AT&T and/or any other obligations (for the purpose of this Appendix, each or all “Supplier”) that include any of the following:  

 

	 	1.	Supplier’s performance of Services that involve the collection, storage, handling, or disposal of AT&T’s Information; 

  


	 	2.	Supplier-offered or -supported AT&T branded services using non-AT&T Information Resources (as defined below); 

  

	 	3.	Connectivity to AT&T’s Nonpublic Information Resources (as defined below); 

  

	 	4.	Custom Software development pursuant to Section 3.33 to the Master Services Agreement No. 02026713 to the extent produced or developed by or on behalf of Supplier, or forming part of any software pursuant to
the Agreement to which these Security Requirements are attached (including under any statement of work, exhibit, order or other document under, subordinate to, or referencing this Agreement) for the development of which AT&T has been charged
monies; or 

  

	 	5.	Website hosting and development for AT&T and/or AT&T’s customers. 

 Supplier
represents and warrants that during the term of this Agreement and thereafter (as applicable with respect to Supplier’s obligations under the Survival of Obligations clause) Supplier is, and shall continue to be, in compliance with its
obligations as set forth herein. In addition to all other remedies specified in the Agreement, Supplier agrees that AT&T shall be entitled to seek an injunction, specific performance or other equitable relief and be reimbursed the costs
(including reasonable attorney’s fees) by Supplier to enforce the obligations in these Security Requirements, including those that survive Termination, Cancellation or expiration of this Agreement. The provisions of this Appendix shall not be
deemed to, and shall not, limit any more stringent security or other obligations of the Agreement. Section and paragraph headings contained in parentheses following paragraphs in the table, below, in this Appendix are for reference purposes only and
are not to affect the meaning or interpretation of this Agreement. 
 AT&T reserves the right to update or modify its Security
Requirements from time to time. Upon notification by AT&T of its need to modify the Security Requirements, Supplier agrees to promptly negotiate in good faith and expedite execution of an amendment to this Agreement to incorporate any such
modification. Supplier acknowledges that AT&T may require modifications to Security Requirements: 
  

	 	1.	Upon extension or renewal of the Agreement; 

  

	 	2.	Upon any change in work scope or other substantive modification of the Agreement; or 

  

	 	3.	At such time that AT&T deems necessary. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 

 3.1 Definitions: 

Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set forth in the main body of the Agreement. 

“Customer Facing System” means an Information Resource accessible from public networks, intended for use by
AT&T and/or its customers and which resides in a Demilitarized Zone (DMZ), as defined below, and where that DMZ: 
  

	 	A.	Is protected by firewalls located between the Internet and the DMZ, between that DMZ and all other DMZs, and between the DMZ and the AT&T intranet, 


 

	 	B.	Prohibits incoming TELNET connections from public networks, and 

  

	 	C.	Prohibits incoming File Transfer Protocol (FTP) connections from public networks except to specific systems known as “FTP drop boxes”. 


Note: A Customer Facing System which also is used by AT&T employees, contractors, vendors or suppliers to perform work on behalf of
AT&T is not considered a Customer Facing System when performing such work. 
 “CPNI” (Customer
Proprietary Network Information) as that term is defined in the Telecommunications Act of 1996, 47 U.S.C. §222 (h)(1). 

“Demilitarized Zone” or “DMZ” is a network or sub-network that sits between a trusted
internal network, such as a corporate private Local Area Network (LAN), and an untrusted external network, such as the public Internet. A DMZ helps prevent outside users from gaining direct access to internal Information Resources. Inbound packets
from the untrusted external network must terminate within the DMZ and must not be allowed to flow directly through to the trusted internal network. All inbound packets which flow to the trusted internal network must only originate within the DMZ.

 The DMZ must be separated from the untrusted external network by use of a Security Gateway and must be separated from the trusted internal
network by use of either: 
  

	 	a.	another Security Gateway, or 

  

	 	b.	the same Security Gateway used to separate the DMZ from the untrusted external network, in which case the Security Gateway must ensure that packets received from the untrusted external network are either immediately
deleted or if not deleted are routed only to the DMZ with no other processing of such inbound packets performed other than possibly writing the packets to a log. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 

 The following must only be located within the trusted internal network: 

 

	 	a.	Any of AT&T’s Sensitive Personal Information (SPI) stored without the use of Strong Encryption, 

  

	 	b.	The official record copy of information to be accessed from requests originating from the untrusted external network, 

  

	 	c.	The official record copy of information to be modified as the result of requests originating from the untrusted external network, 

  

	 	d.	Database servers, 

  

	 	e.	All exported logs, and 

  

	 	f.	Development environments and source code. 

 The following must not be located within the DMZ:

  

	 	a.	Authentication credentials not protected by the use of Strong Encryption. 


“Incident Management Process” is a Supplier-developed documented procedure to be followed in the event of an
actual or suspected attack upon, intrusion upon, unauthorized access to, loss of, or other breach involving AT&T’s Information Resources. 

“Information Resources” means systems, applications, networks, network elements and other computing and
information storage devices, including smart phones, tablets, and USB memory sticks, and AT&T’s Information stored, transmitted, or processed with these resources in conjunction with supporting AT&T and/or used by Supplier in
fulfillment of its obligations under this Agreement. 
 “Location Based Information” or
“LBI” means information that identifies the current or past location of a specific individual’s mobile device. LBI contains two factors both of which must be present and able to be associated with each other. These two factors
are: (1) a mobile device’s physical location (e.g. a map address, or latitude and longitude together with altitude where known) derived from the mobile device through activities such as GPS (Global Positioning System ) or network
connectivity rather than as a result of user action (e.g. revealing location in the content of an email or SMS text message), and (2) an individual’s identity derived from a unique identifier assigned to that mobile device such as customer
name, MSISDN (Mobile Subscriber Integrated Services Digital Network-Number), IMSI (International Mobile Subscriber Identity), IMEI (International Mobile Station Equipment Identity) or ICCID (Integrated Circuit Card Identifier). 

“Mobile and Portable Devices” means mobile and/or portable computers, devices, media and systems capable of
being easily carried, moved, transported or conveyed that are used in connection with the Agreement. Examples of such devices include laptop computers, tablets, USB hard drives, USB memory sticks, Personal Digital Assistants (PDAs), and wireless
phones, such as smartphones. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 

 “Nonpublic Information Resources” means those Information
Resources used under the Agreement to which access is restricted and cannot be gained without proper authorization and identification. 

“Sensitive Personal Information” or “SPI” means any information that: (a) requires a
high degree of protection by law and where loss or unauthorized disclosure would require notification by AT&T to government agencies, individuals or law enforcement, and (b) any information that, if made public, could expose individuals to
a risk of physical harm, fraud, or identity theft. Examples of SPI include, but are not limited to, social security numbers, national government, such as passport and visa numbers, state- or province-issued identification numbers, driver’s
license numbers, dates of birth, bank account numbers, credit card numbers, customer authentication credentials, Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA) and Location Based
Information (LBI) (as defined above). Note: Authentication credentials, encryption keys, and encryption passwords used to protect Sensitive Personal Information are themselves classified as Sensitive Personal Information. 

“Security Gateway” means a set of control mechanisms between two or more networks having different trust
levels which filter and log traffic passing, or attempting to pass, between networks, and the associated administrative and management servers. Examples of Security Gateways include firewalls, firewall management servers, hop boxes, session border
controllers, proxy servers, and intrusion prevention devices. 
 “Strong Authentication” means the use of
authentication mechanisms and authentication methodologies stronger than the passwords required by Security Requirement 34 herein. Examples of Strong Authentication mechanisms and methodologies include digital certificates, two-factor
authentication, and one-time passwords. 
 “Strong Encryption” means the use of encryption technologies
with minimum key lengths of 128-bits for symmetric encryption and 1024-bits for asymmetric encryption whose strength provides reasonable assurance that it will protect the encrypted information from unauthorized access, and is adequate to protect
the confidentiality and privacy of the encrypted information, and which incorporates a documented procedure approved by the Supplier’s appropriate management level, for the management of the encryption keys and associated processes adequate to
protect the confidentiality and privacy of the keys and passwords used as inputs to the encryption algorithm. 
 3.2 Security
Requirements 
 In accordance with the foregoing, Supplier shall: 

System Security 
  

	1.	Actively monitor industry resources (e.g., www.cert.org, pertinent software vendor mailing lists & websites) for timely notification of all applicable security alerts pertaining to Supplier’s
Information Resources. (Security Alerts) 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	2.	If commercially available and to the extent practicable, [**], and in addition immediately following all significant changes and upgrades, scan externally-facing Information Resources, including, but not limited to,
networks, servers, & applications, with applicable industry-standard security vulnerability scanning software to uncover security vulnerabilities. (Externally-facing System Scanning) 


 

	3.	If commercially available and to the extent practicable, [**], and in addition immediately following all significant changes and upgrades, scan internal Information Resources, including, but not limited to, networks,
servers, applications & databases, with applicable industry-standard security vulnerability scanning software to uncover security vulnerabilities, ensure that such Information Resources are properly hardened as documented in Security
Requirement 9 below, and identify any unauthorized wireless networks, unless documented policies and processes are in place to proactively prevent the creation of unauthorized wireless networks. (Internal System Scanning) 


 

	4.	RESERVED 

  

	5.	In environments where such technology is commercially available and to the extent practicable, deploy one or more Intrusion Detection Systems (IDS) , Intrusion Prevention Systems (IPS), or Intrusion Detection and
Prevention Systems (IDP) in an active mode of operation that monitors all traffic entering and leaving Information Resources in conjunction with the Agreement. (Intrusion Detection Systems) 


 

	6.	Have and use a documented process to remediate security vulnerabilities in the Information Resources, including, but not limited to, those discovered through industry publications, vulnerability scanning, virus
scanning, and the review of security logs, and apply appropriate security patches promptly with respect to the probability that such vulnerability can be or is in the process of being exploited. (Remediating/Patching Service Vulnerabilities)


  

	7.	Assign security administration responsibilities for configuring host operating systems to specific individuals. (Security Administration Responsibilities) 


 

	8.	Ensure that its information security staff has reasonable and necessary experience in information and network security. (Necessary Staff Experience) 


 

	9.	If commercially available and to the extent practicable, ensure that all of Supplier’s Information Resources are and remain ‘hardened’ including, but not limited to, removing or disabling unused network
services (e.g., finger, rlogin, ftp, and simple Transmission Control Protocol/Internet Protocol (TCP/IP) services) and installing a system firewall, Transmission Control Protocol (TCP) wrappers or similar technology. (Hardened Systems)


  

	10.	Change all default account names and/or default passwords. (Changing Default Account Names and Passwords) 

  

	11.	Limit system administrator (also known as root, privileged, or super user) access to operating systems intended for use by multiple users only to individuals requiring such high-level access in the performance of their
jobs. (Limit Super User Privileges) 

  

	12.	Require application, database, network and system administrators to restrict access by users to only the commands, data and Information Resources necessary for them to perform authorized functions. (Administrators to
Restrict User Access) 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 

 Physical Security 

 

	13.	Ensure that all of Supplier’s Information Resources intended for use by multiple users are located in secure physical facilities with access limited and restricted to authorized individuals only. (Information
Resources in Secure Facilities) 

  

	14.	Monitor and record, for audit purposes, access to the physical facilities containing Information Resources intended for use by multiple users used in connection with Supplier’s performance of its obligations under
the Agreement. (Monitoring and Recording Access) 

 Network Security 

 

	15.	When providing Internet-based services to AT&T, protect AT&T’s Information by the implementation of a network DMZ. Web servers providing service to AT&T shall reside in the DMZ. Information Resources
storing AT&T’s Information (such as application and database servers) shall reside in a trusted internal network. (Internet Services Must Use DMZ) 

  

	16.	Upon AT&T’s request, provide to AT&T a logical network diagram documenting the Information Resources (including, but not limited to, Security Gateways, servers, etc.) that will support AT&T. (Provision
of Logical Network Diagram) 

  

	17.	Have a documented process and controls in place to detect and handle unauthorized attempts to access AT&T’s Information. (Detection and Handling of Unauthorized Access). 


 

					
	18.	  	a.	  	Use Strong Encryption for the transfer of AT&T’s Information outside of AT&T-controlled or Supplier-controlled networks or when transmitting AT&T’s Information over any untrusted network.

  

	 	b.	Additionally, [**], always use Strong Encryption to protect AT&T’s SPI when transmitted over any AT&T-controlled or Supplier-controlled network. 


(Note: This also applies to AT&T’s Information contained in email, or the attachments embedded within the email, as the case may be.
For greater clarity, if, for example, the text in an email does not contain AT&T’s Information, but the embedded attachments within that email do contain AT&T’s Information, then the embedded attachments, but not the email, need to
be encrypted.) (Encryption of Information in Transit) 
  

	19.	Require strong authentication for any remote access use of Nonpublic Information Resources. (Remote Access Authentication) 


Information Security 
  

	20.	Isolate AT&T’s applications and AT&T’s Information from any other customer’s or Supplier’s own applications and information either by using physically separate servers or alternatively by
using logical access controls where physical separation of servers is not implemented. (Separate AT&T’s Information from non-AT&T Information) 

  

	21.	Have documented procedures for the secure backup and recovery of AT&T’s Information which shall include, at a minimum, procedures for the transport, storage, and disposal of the backup copies of AT&T’s
Information and, upon AT&T’s request, provide such documented procedures to AT&T. (Secure Backup, Transport, Storage and Disposal of AT&T’s Information) 


 

	22.	Maintain and, upon AT&T’s request, furnish to AT&T a documented business continuity plan that ensures that Supplier can meet its contractual obligations under the Agreement, including the requirements of
any applicable Statement of Work or Service Level Agreement. Such plan shall include the requirement that the included procedures be regularly tested in accordance with Supplier’s documented risk management plan. Supplier shall promptly review
its business continuity plan to address additional threat scenarios. (Business Continuity Plan) 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 8 









 Agreement Number 02026713.A.030 

 


	23.	Use Strong Encryption to protect AT&T’s SPI when stored. (Encryption of SPI at Rest/Storage) 

  

	24.	Limit access to AT&T’s Information, including, but not limited to, paper hard copies, only to authorized persons or systems. (Limit Access to AT&T’s Information Regardless of Form) 


 

	25.	Be compliant with government- and generally known industry-mandated information security standards to the extent applicable to the Services provided by Supplier. (Examples of such standards include, but are not limited
to, the Payment Card Industry-Data Security Standards (PCI-DSS), National Automated Clearing House Associates (NACHA) Rules, and Electronic Data Interchange (EDI) standards, and the information security requirements documented within laws, such as
HIPAA.) (Compliance with Industry and Government Requirements) 

 In the event any such government- or industry-mandated
information security standards cause Amdocs to incur additional costs to be compliant, [**] 
  

	26.	At no additional charge to AT&T: 

  

	 	a.	Upon AT&T’s request, provide copies of any of AT&T’s Information to AT&T [**]. 

  

	 	b.	Return, or, at AT&T’s option, destroy all of AT&T’s Information, including electronic and hard copies, [**] after the sooner of: 


 

	 	i.	expiration or Termination of the Agreement; 

  

	 	ii.	AT&T’s request for the return of AT&T’s Information; or 

  

	 	iii.	the date when Supplier no longer needs AT&T’s Information to perform Services under the Agreement. 

  

	 	c.	In the event that AT&T approves destruction as an alternative to returning AT&T’s Information, then certify in writing the destruction (e.g., degaussing, overwriting, performing a secure erase, performing a
chip erase, shredding, cutting, punching holes, breaking, etc.) as rendering the AT&T’s Information non-retrievable. 

  

	 	d.	In the event that Supplier needs to retain copies of AT&T’s Information [**]either the expiration or Termination of the Agreement, or AT&T’s request for the return or destruction of AT&T’s
Information, Supplier shall be allowed to retain such copies when elsewhere agreed to in writing with AT&T. Exception: Copies of AT&T’s Information retained as part of a backup-and-recovery, business continuity or disaster
recovery process may be retained for [**] the expiration or Termination of the Agreement without obtaining agreement in writing from AT&T allowing such retention provided that all such copies are destroyed within [**] of creation. (Return of
AT&T’s Information) 

  

	27.	 Unless otherwise instructed by AT&T in writing, when collecting, generating or creating Information for, through or on behalf of AT&T or under
the AT&T brand, ensure that such Information shall be AT&T’s Information and, whenever practicable, label such Information of AT&T as “AT&T Proprietary Information” or, at a minimum, label AT&T’s Information
as 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 9 









 Agreement Number 02026713.A.030 

 


	 	
“Confidential” or “Proprietary”. Supplier acknowledges that AT&T’s Information shall remain AT&T-owned Information irrespective of labeling or absence thereof.
(Confidential or Proprietary Markings) 

  

	28.	Assign unique UserIDs to individual users. (Unique User IDs) 

  

	29.	Have and use a documented UserID Lifecycle Management process including, but not limited to, procedures for approved account creation, timely account removal, and account modification (e.g., changes to privileges, span
of access, functions/roles) for all Information Resources and across all environments (e.g., production, test, development, etc.). Such process shall include review of access privileges and account validity to be performed [**]. (UserID Life Cycle
Management) 

  

	30.	Enforce the rule of least privilege (i.e., limiting access to only the commands and Information Resources necessary to perform authorized functions according to one’s job function). (Rule of Least Privilege)


  

	31.	Limit failed login attempts to no more than [**] successive attempts and lock the user account upon reaching that limit. Access to the user account can be reactivated subsequently through a manual process requiring
verification of the user’s identity or, where such capability exists, can be automatically reactivated after [**] from the last failed login attempt. Exception: Where elsewhere authorized in writing by AT&T, AT&T customer usage
of Customer Facing Systems may be exempted from this requirement. (Limit Failed Logins) 

  

	32.	Terminate interactive sessions, or activate a secure, locking screensaver requiring authentication, after a period of inactivity [**]. Exception: Where elsewhere authorized in writing by AT&T, AT&T
customer usage of Customer Facing Systems may be exempted from this requirement. (Terminate Inactive Interactive Sessions) 

  

	33.	Require password expiration at regular intervals not to exceed [**]. Exception: Where elsewhere authorized in writing by AT&T, AT&T customer usage of Customer Facing Systems may be exempted from this
requirement. (Expire Passwords) 

  

	34.	

  

	 	a.	Use an authentication method based on the sensitivity of AT&T’s Information. Whenever authentication credentials are stored, Supplier shall protect them using Strong Encryption. 


 

	 	b.	When passwords are used, they shall be complex and shall at least meet the following password construction requirements: 

  

	 	•	 	Be a minimum of six (6) characters in length. 

  

	 	•	 	Contain characters from at least two (2) of these groupings: alphabetic, numeric, and special characters. 

  

	 	•	 	Not be the same as the UserID with which they are associated. 

  

	 	•	 	Passwords must not contain repeating or sequential characters or numbers. 

 Exception:
Where elsewhere authorized in writing by AT&T, AT&T customer usage of Customer Facing Systems may be exempted from the password construction requirements. 
  

	 	c.	Applications housing more sensitive copies of AT&T’s Information, as identified in writing by AT&T, may require an authentication mechanism stronger than passwords. In such case the authentication mechanism
shall be mutually agreed to in advance in writing. Examples of stronger authentication methods include Strong Authentication, passphrases, and biometrics. (Passwords and Construction Rules) 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 10 









 Agreement Number 02026713.A.030 

 


	35.	Use a secure method for the conveyance of authentication credentials (e.g., passwords) and authentication mechanisms (e.g., tokens or smart cards). (Use Secure Method to Convey UserIDs and Passwords) 


Warning Banner 
  

	36.	For AT&T branded products or services or for software developed for AT&T, the Supplier shall display a warning banner on login screens or pages provided by AT&T. (Display Warning Banners) 


Software and Data Integrity 
  

	37.	In environments where antivirus software is commercially available and to the extent practicable, have current antivirus software installed and running to scan for and promptly remove or quarantine viruses and other
malware. (Note: For the avoidance of doubt, this requirement also applies to Mobile and Portable Devices where antivirus software is commercially available.) (Scan and Remove Viruses) 


 

	38.	Separate non-production Information Resources from production Information Resources. (Separate Production and Non-Production Information Resources) 


 

	39.	Have a documented change control process including back out procedures for all production environments. (Software Change Control Process) 


 

	40.	For applications which utilize a database that allows modifications to AT&T’s Information, have database transaction logging features enabled and retain database transaction logs [**]. (Utilize Database
Transaction Logging) 

  

	41.	

  

	 	a.	For all software developed under this Agreement, review such software to find and remediate security vulnerabilities during initial implementation and upon any modifications and updates. 


 

	 	b.	Where technically feasible, for all software used, furnished and/or supported under the Agreement, review such software to find and remediate security vulnerabilities during initial implementation and upon any
modifications and updates. (Review Code for Vulnerabilities) 

  

	42.	Perform quality assurance testing for the security components (e.g., testing of identification, authentication, and authorization functions), as well as any other activity designed to validate the security architecture,
during initial implementation and upon any modifications and updates. (Quality Assurance Test Security Components) 


Privacy Issues 
  

	43.	Restrict access to any of AT&T’s CPNI and AT&T’s SPI to authorized individuals. (Restrict Access to AT&T CPNI and SPI) 


 

	44.	Not store AT&T’s CPNI and AT&T’s SPI on removable media (e.g., USB flash drives, thumb drives, memory sticks, tapes, CDs, or external hard drives) except: (a) for backup, business continuity,
disaster recovery, and data interchange purposes as allowed and required under contract, and (b) using Strong Encryption. Exception: Where elsewhere authorized in writing by AT&T, AT&T’s CPNI stored for distribution to
AT&T’s customers may be exempted from this requirement. (Control AT&T CPNI and SPI on Removable Media) 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 

 Monitoring and Auditing Controls 

 

	45.	Restrict access to security logs to authorized individuals, and protect security logs from unauthorized modification. (Restrict Access to Security Logs) 


 

	46.	Review, on [**], all security and security-related logs for anomalies and document and resolve all logged security problems in a timely manner. (Review Security Logs and Resolve Security Problems) 


 

	47.	Retain complete and accurate records relating to its performance of its obligations arising out of these Security Requirements and Supplier’s compliance herewith in a format that will permit assessment or audit for
a period of [**], or longer as may be required pursuant to a court order or civil or regulatory proceeding. Notwithstanding the foregoing, Supplier shall only be required to maintain security logs for a [**]. (Retain Records) 


 

	48.	Permit AT&T to conduct an assessment or audit to verify Supplier’s compliance with the contractual obligations in connection with these AT&T Supplier Information Security Requirements. Upon AT&T’s
request for audit, Supplier shall schedule a security audit to commence [**] from such request. In the event that AT&T, in its sole discretion, deems that a security breach has occurred, which has not been promptly reported to AT&T in
compliance with the Supplier’s Incident Management Process, Supplier shall schedule the audit to commence within [**] of AT&T’s notice requiring an audit. This provision shall not be deemed to, and shall not, limit any more
stringent audit obligations permitting the examination of Supplier’s records contained in the Agreement. (Audit Rights) 

  

	49.	[**] of receipt of the assessment or audit report, provide AT&T a written report outlining the corrective actions that Supplier has implemented or proposes to implement with the schedule and current status of each
corrective action. Supplier shall update this report to AT&T [**] reporting the status of all corrective actions through the date of implementation. Supplier shall implement all corrective actions [**] of Supplier’s receipt of the audit
report. (Remediate Audit Findings) 

 Reporting Violations 

 

	50.	Have and use an Incident Management Process and promptly notify AT&T whenever there is an attack upon, intrusion upon, unauthorized access to, loss of, or other breach of AT&T’s Information Resources at:


  

	 	a.	Asset Protection by telephone at 800-807-4205 from within the US and at 1-908-658-0380 from elsewhere, and 

  

	 	b.	Supplier’s contact within AT&T for Service-related issues. 

 (Maintain and Use Incident
Response Procedures) 
  

	51.	After notifying AT&T whenever there is an attack upon, intrusion upon, unauthorized access to, loss of, or other breach of AT&T’s Information Resources, provide AT&T with regular status updates,
including, but not limited to, actions taken to resolve such incident, at mutually agreed intervals or times for the duration of the incident and, [**] of the closure of the incident, provide AT&T with a written report describing the incident,
actions taken by the Supplier during its response and the Supplier’s plans for future actions to prevent a similar incident from occurring. (Provide AT&T Incident Response Status and Final Resolution) 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 12 









 Agreement Number 02026713.A.030 

 

 Software Development 

 

	52.	RESERVED 

 Security Policies and Procedures 

 

	53.	Ensure that all personnel, subcontractors or representatives performing work under this Agreement are in compliance with these Security Requirements. (All Work to Be In Compliance with SISR) 


 

	54.	RESERVED 

  

	55.	Deactivate or Return all AT&T-owned or -provided access devices (including, but not limited to, SecurID® tokens and/or software) as soon as practicable, but
in no event [**] after the sooner of: (a) expiration or Termination of the Agreement; (b) AT&T’s request for the return of such property; or (c) the date when Supplier no longer need such devices. (Return all AT&T Owned
or Provided Access Devices) 

 Mobile and Portable Devices 

 

	56.	

  

	 	a.	By [**] after the date of execution of Amendment 30, Supplier shall not store any of AT&T’s SPI on Mobile and Portable Devices unless AT&T’s SPI stored on such devices is protected by the use of Strong
Encryption. 

  

	 	b.	Following the execution of Amendment 30, Supplier shall continue to negotiate in good faith with AT&T on reaching mutual agreement on a date when Supplier shall protect AT&T’s Information stored on Mobile
and Portable Devices through the use of Strong Encryption. Such negotiations shall successfully conclude within [**] of the execution of Amendment 30, and shall result in an execution of an amendment to the Agreement, or AT&T shall have the
right to terminate for convenience. 

  

	57.	

 Following the execution of Amendment 30, Supplier shall continue to negotiate in good faith
with AT&T on reaching mutual agreement on a date when Supplier shall use Strong Encryption to protect all of AT&T’s Information transmitted using or remotely accessed by network-aware Mobile and Portable Devices. Such negotiations shall
successfully conclude within [**] of the execution of Amendment 30, and shall result in an execution of an amendment to the Agreement, or AT&T shall have the right to terminate for convenience. 

 

	58.	

  

	 	a.	When using network-aware Mobile and Portable Devices that are not laptop computers to access and/or store AT&T’s Information, such devices must be capable of deleting all stored copies of AT&T’s
Information upon receipt over the network of a properly authenticated command. (Note: Such capability is often referred to as a “remote wipe” capability.) 


 

	 	b.	Have documented policies, procedures and standards in place to ensure that the authorized individual who should be in physical control of a network-aware Mobile and Portable Device that is not a laptop computer and that
is storing AT&T’s Information promptly initiates deletion of all AT&T’s Information when the device becomes lost or stolen. 

  

	 	c.	Have documented policies, procedures and standards in place to ensure that Mobile and Portable Devices that are not laptop computers and are not network aware, will automatically delete all stored copies of
AT&T’s Information after no more than three times the number of consecutive failed login attempts documented within Security Requirement 31. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	59.	Have documented policies, procedures and standards in place which ensure that any Mobile and Portable Devices used to access and/or store AT&T’s Information: 


 

	 	a.	Are in the physical possession of authorized individuals; 

  

	 	b.	Are physically secured when not in the physical possession of authorized individuals; or 

  

	 	c.	Have their data storage promptly and securely deleted when not in the physical possession of authorized individuals nor physically secured. 


 

	60.	Prior to allowing access to AT&T’s Information stored on or through the use of Mobile and Portable Devices, Supplier shall have and use a process to ensure that: 


 

	 	a.	The user is authorized for such access; and 

  

	 	b.	The identity of the user has been authenticated. 

  

	61.	Implement a policy that prohibits the use of any Mobile and Portable Devices that are not administered and/or managed by Supplier or AT&T to access and/or store AT&T’s Information. 


 

	62.	Review, [**], the use of, and controls for, all Supplier-administered or -managed Mobile and Portable Devices to ensure that the Mobile and Portable Devices can meet the applicable Security Requirements.


 Security Gateways 
  

	63.	Require Strong Authentication for administrative and/or management access to Security Gateways, including, but not limited to, any access for the purpose of reviewing log files. 


 

	64.	Have and use documented controls, policies, processes and procedures to ensure that unauthorized users do not have administrative and/or management access to Security Gateways, and that user authorization levels to
administer and manage Security Gateways are appropriate. 

  

	65.	At least [**], ensure that Security Gateway configurations are hardened by selecting a sample of Security Gateways and verifying that each default rule set and set of configuration parameters ensures the following:


  

	 	a.	Internet Protocol (IP) source routing is disabled, 

  

	 	b.	The loopback address is prohibited from entering the internal network, 

  

	 	c.	Anti-spoofing filters are implemented, 

  

	 	d.	Broadcast packets are disallowed from entering the network, 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	 	e.	Internet Control Message Protocol (ICMP) redirects are disabled, 

  

	 	f.	All rule sets end with a “DENY ALL” statement, and 

  

	 	g.	Each rule is traceable to a specific business request. 

  

	66.	Ensure that monitoring tools are used to validate that all aspects of Security Gateways (e.g., hardware, firmware, and software) are continuously operational. 


 

	67.	Ensure that all Security Gateways are configured and implemented such that all non-operational Security Gateways shall deny all access. 


Wireless Networking 
  

	68.	When using radio frequency (RF) based wireless networking technologies to perform or support Services for AT&T, ensure that all of AT&T’s Information transmitted is protected by the use of appropriate
encryption technologies sufficient to protect the confidentiality of AT&T’s Information; provided, however, that in any event such encryption shall use no less than key lengths of 256-bits for symmetric encryption and 256-bits for
asymmetric encryption. Exception: The use of RF-based wireless headsets, keyboards, microphones, and pointing devices, such as mice, touch pads, and digital drawing tablets, is excluded from this requirement. 


Connectivity Requirements 
  

	69.	In the event that a data connection agreement, such as a “Master Data Connection Agreement,” “Data Connection Agreement,” and/or “Connection Supplement” (“DCA”) exists between the
Parties, and incorporates the Agreement by reference, or is otherwise integrated with, or used to govern the Parties’ connectivity obligations under, this Agreement, agree that any information security requirements incorporated
within such DCA are hereby superseded by the terms of these Security Requirements, effective as of the date these Security Requirements become effective under the Agreement, and the terms of such DCA are amended to require that the Security
Requirements and not the information security requirements incorporated within the DCA are controlling in the Agreement (as well as any agreements subordinate to the Agreement). Notwithstanding the foregoing, the DCA remains in full force and effect
for all other agreements between the Parties to which it applies. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	70.	In the event that Supplier has, or will be provided, connectivity to AT&T’s or AT&T’s customers’ Nonpublic Information Resources in conjunction with this Agreement, then in addition to the
foregoing: 

  

	 	a.	Use only the mutually agreed upon facilities and connection methodologies to interconnect AT&T’s and AT&T’s customers’ Nonpublic Information Resources with Supplier’s Information Resources.


  

	 	b.	NOT establish interconnection to AT&T’s and AT&T’s customers’ Nonpublic Information Resources without the prior consent of AT&T. 


 

	 	c.	Provide AT&T access to any applicable Supplier facilities during normal business hours for the maintenance and support of any equipment (e.g., router) provided by AT&T under the Agreement for connectivity to
AT&T’s and AT&T’s customers’ Nonpublic Information Resources. 

  

	 	d.	Use any equipment provided by AT&T under this Agreement for connectivity to AT&T’s and AT&T’s customers’ Nonpublic Information Resources only for the furnishing of those Services or functions
explicitly defined in the Agreement. 

  

	 	e.	If the agreed upon connectivity methodology requires that Supplier implement a Security Gateway, maintain logs of all sessions using such Security Gateway. These session logs must include sufficiently detailed
information to identify the end user or application, origination IP address, destination IP address, ports/service protocols used and duration of access. These session logs must be retained for a [**] 


 

	71.	In the event that Supplier has, or will be provided, connectivity to AT&T’s or AT&T’s customers’ Nonpublic Information Resources in conjunction with this Agreement, in addition to other rights set
forth herein, permit AT&T to: 

  

	 	a.	Gather information relating to access, including Supplier’s access to, AT&T’s and AT&T’s customers’ Nonpublic Information Resources. This information may be collected, retained and analyzed
by AT&T to identify potential security risks without further notice. This information may include trace files, statistics, network addresses, and the actual data or screens accessed or transferred. 


 

	 	b.	Immediately suspend or terminate any interconnection to AT&T’s and AT&T’s customers’ Nonpublic Information Resources if AT&T, in its sole discretion, believes there has been a breach of
security or unauthorized access to or misuse of AT&T data facilities or Information. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 16 









 Agreement Number 02026713.A.030 

 

 3.3 Offshore Information Technology Services Requirements 

In the event Supplier currently provides or will be providing Offshore Information Technology Services in conjunction with this Agreement,
then, in addition to the foregoing, the following requirements shall apply to Supplier: 
  

	1	Strong authentication controls must be established for firewalls, firewall management servers, and firewall hop boxes. Options for strong authentication may include two-factor authentication methods such as tokens,
smart-cards and/or one-time passwords. 

  

	2	Supplier must ensure that firewall configurations are hardened by selecting a sample of firewalls and verifying that the default rule set ensures the following: 


 

	 	a.	IP source routing is disabled. 

  

	 	b.	Loopback address is prohibited from entering the internal network, 

  

	 	c.	Anti-spoofing filters are implemented. 

  

	 	d.	Broadcast packets are disallowed from entering the network, 

  

	 	e.	ICMP redirects are disabled. 

  

	 	f.	Fragmented packets are dropped. 

  

	 	g.	Ruleset ends with a DENY ALL statement 

  

	3	Screen savers or connection timeouts are required to prevent unauthorized access to unattended workstations. 

  

	4	Perform [**] revalidations on the user account list on firewalls, firewall management servers, and firewall hop boxes to ensure that only those users authorized for access to manage these devices have an account. This
includes the need to revalidate the authorization level of each user account to ensure appropriate permission levels are maintained. 

  

	5	Production support personnel and development personnel must have enough separation and auditable controls to ensure that standard change management procedures are always consistently followed. 


 

	6	Developers cannot access production platforms “at will”. For some trouble-shooting situations, developers may be provided access to production platforms but only on an “as needed basis” and for a
limited duration. All temporary access should be documented (who, what, when, where and why). 

  

	7	Track and approve changes to firewall rules is required and must be [**]. Inappropriate firewall rules must be removed immediately. 

  


	8	Require a clean desk policy at the end of the day. 

  

	9A	Effective October 1, 2010, all portable or removable media (such as CD, floppy and USB drives) will be removed or disabled to ensure that AT&T Data cannot be downloaded and taken offsite. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	9B	Wireless networking technologies must not be used for communicating unless the following steps are taken by Amdocs to maintain the confidentiality and integrity of the communication and to prevent unauthorized access to
the transmitting device and/or receiving device. When wireless networking technologies are used: 

 (i) All communications over
wireless networks must be transmitted via Virtual Private Network (VPN) session(s) using Strong Encryption. 
 (ii) Strong authentication
(e.g., two factor token or digital certificates) must be used for authenticating VPN access. 
 (iii) Wireless hardware (with the exception
of wireless network cards and access points) must be located in a physically secure area (e.g., in a locked wiring closet or locked machine room). 

(iv) All services not being used on the access point, router, and VPN concentrator must be disabled. 

(v) Enable Media Access Control (MAC)-based filtering so that only specified wireless cards can communicate to the access point. 

 

	10	Supplier must implement procedures to ensure that AT&T Data is not downloaded and removed by Supplier, including at a minimum, searches of persons and their belongings when exiting AT&T restricted areas and
Supplier’s premises. 

  

	11	Notify individuals that removal of AT&T Data from the work area or Supplier’s premises is not allowed, to include signage that communicates this policy and that people and personal property including, without
limitation, packages, briefcases, and purses are subject to inspection prior to exiting AT&T restricted areas and Supplier’s premises. 

  

	12	Verify that all printed media containing AT&T Data (any information obtained from or provided by AT&T, including information about AT&T Systems, its employees and its customers) is securely stored, and that
a mechanism is in place to protect the security and privacy of AT&T Data. Procedures are required to restrict access to AT&T Data to authorized Supplier personnel only, and to ensure that all media containing AT&T Data is accounted for
and reconciled on a [**] basis to ensure that the information is not removed from Supplier’s premises. 

  

	13	All access to electronic documentation of AT&T Data retained locally must be password protected and restricted to the very minimum number of Supplier personnel. Supplier must implement procedures to ensure that
AT&T Data is not downloaded and removed by Supplier personnel, including, at a minimum, searches of persons and their belongings when exiting AT&T restricted areas and Supplier’s premises. 


 

	14	All electronically stored or printed AT&T Data no longer needed must be shredded onsite or destroyed onsite by authorized Supplier personnel assigned to AT&T projects. Shred bins must be located in AT&T
restricted areas and locked until the shredding takes place. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	15	A [**] Metric Report of Perimeter Security on the Supplier’s system should be reported to AT&T that consists of: 

  

	 	•	 	Location 

  

	 	•	 	Date 

  

	 	•	 	# of Intrusions 

  

	 	•	 	Type of Intrusions 

  

	 	•	 	Source 

  

	 	•	 	Destination 

  

	 	•	 	Detail 

  

	 	•	 	Actions 

 Security IDS audit logs must be retained [**] and offline for a period of at least
[**]. 
  

	16	Remote access to AT&T Networks or AT&T Data is prohibited. All work on AT&T projects must be performed within the AT&T restricted area on Supplier’s premises. Prior written exception to this
prohibition must be obtained from the [**]Supplier’s use of laptops offsite must have written approval from the [**] 

  

	17	Randomly check Supplier-based email and internet-based email so that AT&T Data is not sent to an unauthorized recipient. [**], Amdocs must check for the AT&T Proprietary – Restricted and AT&T
Proprietary – Sensitive Personal Information markings in emails and attachments sent from Amdocs to non-AT&T personnel outside. Any unauthorized transmissions must be reported by Amdocs in an email to the [**] 


 

	18	B2B VPN connections to AT&T are required to be secured from other remote connections. 

  

	19	Device-specific monitoring tools must be used to assure that firewall hardware is operational. 

  

	20	To minimize the risk exposure to visiting AT&T employees in locations that are of medium-high risk of terrorist attacks, adequate security measures are required to include (at a minimum) an enclosed property
perimeter with controlled access at entrances, inspection program for people and cars, including delivery vehicles at the entrance, Supplier security personnel trained in surveillance and explosives detection, Supplier mailroom personnel trained in
package screening procedures, deployment of security cameras connected to a central monitoring control room, random patrols of property, and restricted vehicle parking near buildings. The security plan should increase security measures as the threat
level increases. 

  

	21	All access points into the Supplier’s building(s) where AT&T work is being performed must be locked by either physical keys or a card key system, or controlled by a guard service to restrict access only to
authorized individuals. These mechanisms must be in working order and utilized at all times. Proper identification must be worn by all persons inside the Supplier’s building and a procedure in place to challenge those not wearing appropriate
identification in the Supplier’s building. The cable vault, electrical and telephone areas should be secured to give access only to those authorized. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	22	Card key access lists and event logs must be reviewed by Supplier at a minimum of [**] to validate that building card key access is limited to only those individuals with a need to be in the Supplier’s building and
restricted area where AT&T work is being performed. Ensure that all keys are accounted for and limited to those individuals with a need to be in the Supplier’s building and restricted areas and all locks are changed on a regular interval
(at a minimum [**]). Ensure that Supplier personnel surrender company identification, keys and access cards before leaving the premises when access to an area is no longer required or upon voluntarily or involuntarily ceasing to work for Supplier
and that the access cards are deactivated. [**] should include employee, contractor and supplier termination records and any associated unauthorized access attempts in the event logs. 


 

	23	Alarmed doors and monitored electronic systems are required to detect unauthorized access or access attempts with a plan to respond to and document incidents. 24/7 recorded video surveillance is required of the area
where work on AT&T projects is performed, including entry and exit points. 

  

	24	Prior to permitting any person access to an AT&T project source or origin code (for example, software development), and at [**] intervals thereafter, Supplier must ensure that such person (employee, contractor,
subcontractor) is not on the Denied Persons List or the Specially Designated Nationals List of the US Department of Commerce – Bureau of Industry and Security. – Those lists are located at
http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm. 

 Prior to permitting any person direct or indirect
access, whether physical, virtual, or otherwise, to any of AT&T’s company, employee, or customer information, or any of AT&T’s or AT&T’s customers’ premises, systems, software, or networks, Supplier must have a
reputable security company perform a criminal background check and verification of the identity of such person (employee, contractor, or subcontractor including onsite security guards responsible for physical security of Supplier’s premises and
AT&T restricted areas, and unescorted cleaning/maintenance personnel). 
  

	25	A security plan must be in place to include training of Supplier personnel to report suspicious activity/security incidents and complaints that did or could affect AT&T, to include documentation, follow-up and
reporting to the AT&T IT:OFFSHORE organization and, as necessary, law enforcement. 

 Information to be reported to
the Executive Director of the IT:OFFSHORE organization would consist of at least: 
  

	 	•	 	Date of Incident 

  

	 	•	 	Who - Identify those involved and be descriptive (suspects, vehicles, property, license plate numbers, ...) 

  

	 	•	 	What - What happened and how? 

  

	 	•	 	When - When did the incident occur? 

  

	 	•	 	Where - Where did the incident take place? 

  

	 	•	 	Action Taken – What action was taken? Was law enforcement notified? 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 


	26	An exercise of Supplier’s recovery strategy must be conducted [**] from the completion of a disaster recovery exercise by Amdocs, Amdocs will produce a documented conclusion with a corrective action plan and
proposed committed timeframes for corrective action upon which the Parties will agree [**] from receipt of the action plan. 

  

	27	Failover processes and procedures are required to support AT&T applications and these failover processes and procedures are exercised [**] (at a minimum). 


 

	28	Business continuity communication documents, processes, and procedures must be readily available and current. 

  

	29	As soon as reasonably possible after the execution of this Agreement and on [**] basis thereafter, Supplier will, at no charge to AT&T, perform a security audit utilizing a reputable independent auditor, as agreed
by the Parties. Such security audit shall ensure that Supplier will strictly follow these AT&T Supplier Information Security Requirements. 


3.4 Requirements for Offshore Information Technology Services Requiring Elevated Rights 

In the event Supplier currently provides or will be providing system, database, and or network administrator/root (or privileged, super user,
or the like) access to host operating systems located on AT&T non-public networks in conjunction with this Agreement from an Offshore Location, then, in addition to the foregoing, the following requirements shall apply to Supplier: 

 

	1	Access for privileged offshore users will be via a front-end Citrix farm that requires SecurID authentication, with front end Citrix servers located in a DMZ segment. An alternative to this is an AT&T-provided
Client VPN with a SecurID token used over a secure connection (NOT the public Internet) as reviewed and approved by AT&T’s Chief Security Office (CSO). 


 

	2	Auditing options must be enabled on any Supplier perimeter equipment which controls access to the Supplier equipment used to do AT&T work. To ensure integrity of audit log entries, all Supplier system clocks must be
synchronized to the same time source. Synchronization to AT&T clocks is not required. At a minimum, security audit log(s) must be automatically updated for the following system events: 


a. Successful and unsuccessful login attempts. 

b. Successful and unsuccessful attempts to switch to another user’s account (where applicable). 

c. Logoffs. 
 d. User attempts
to access files or resources outside their privilege level. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.030 

 

 e. User access to all privileged files and/or processes. 

f. Operating system configuration changes. 

g. Operating system program changes. 

h. All changes that can feasibly be captured, to system hardware and software. 

i. All security-related changes, including adding users. 

j. Failures for computer, program, communications, and operations. 

k. Starting and stopping of audit logging. 

Security audit logs must be maintained [**] and offline for a period of [**] 

 

	3	AT&T reserves the right to perform vulnerability scans and review the scanning results of Supplier systems in a pre-announced, scheduled manner on Supplier’s equipment on an AT&T isolated LAN segment and
Supplier Network equipment used to access AT&T Networks, systems, and data or Supplier agrees to reveal to the [**] the detailed scanning findings and closure activities related to vulnerabilities found [**]. 


Information to be reported to the AT&T-IT OCE would consist of at least: 

 

	 	•	 	Date of discovery of vulnerability 

  

	 	•	 	How it was remediated 

  

	 	•	 	What was remediated 

  

	 	•	 	What are the plans to remediate 

  

	 	•	 	Estimated Date of closure 

  

	4	An Intrusion Prevention System (IPS) is required on Supplier’s data network to prevent unauthorized access. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 22 









 Agreement Number 02026713.A.030 

 

 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s/ Bryson Stucki
	 		 	By:	 	 /s/ Deidre D. Byer

	Name:	 	 Bryson Stucki
	 		 	Name:	 	 Deidre D. Byer

	Title	 	 Director of Finance
	 		 	Title	 	 Sr. Contract Manager – Global Business & Operations Sourcing

	Date:	 	 5/31/14
	 		 	Date:	 	 5/31/2014



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 23 








 Amendment 

No. 02026713.A.031 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.031 

AMENDMENT NO. 31 

AGREEMENT NO. 02026713 
 This Amendment
No. 31, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; as amended by Amendment No. 20 effective June 28,
2012; as amended by Amendment No. 21 effective July 23, 2012; as amended by Amendment No. 22 effective August 28, 2012; as amended by Amendment No. 23 effective October 31, 2012; as amended by Amendment No. 24
effective January 28, 2013; as amended by Amendment No. 25 effective March 22, 2013; as amended by Amendment No. 26 effective April 10, 2013; as amended by Amendment No. 27 effective July 19, 2013; as amended by
Amendment No. 28 effective September 30, 2013; and as amended by Amendment No. 29 effective February 28, 2014; and as amended by Amendment No. 30 effective May 31, 2014 (collectively, the “Agreement”) and 

WHEREAS, AT&T and Supplier now desire to further amend the Agreement; 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as
follows: 
  

	1.	Section 6.6, “Confidentiality and Invention Agreement and Non-Disclosure Agreement”, is deleted in its entirety and replaced with, Section 6.6, “Non-Disclosure Agreement” as
follows: 

  

	 	6.6	Non-Disclosure Agreement 

  

	 	a.	Prior to any employee or agent of Supplier or Supplier’s Sub-suppliers accessing any AT&T Software or Third Party Software provided by AT&T to Supplier, said employee or agent shall execute a Non-disclosure
Agreement (“NDA”). 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 


	 	e.	Compliance with Export/Import Law and Foreign Trade Controls 

  

	 	1.1	Each Party shall comply with all export control, import and foreign trade sanctions laws, rules and regulations, in its performance of this Agreement. Without prejudice to the generality of the foregoing, Supplier
understands and acknowledges that certain AT&T applications and Materials and Services (including technical assistance and technical data) to be provided hereunder may be subject to export controls under the laws and regulations of the United
States, the European Union and other foreign trade control laws, rules and regulations restricting their transfer to certain countries and parties including but not limited to the US Export Administration Regulations and trade sanctions programs
administered by the US Department of the Treasury. Supplier shall comply with all applicable export control and other foreign trade laws, rules and regulations in performance of its obligations hereunder, and shall not use, resell, export, transfer,
distribute, dispose or otherwise deal with the AT&T applications or any technical data related thereto, directly or indirectly, except in full compliance with such laws, rules and regulations. 


 

	 	1.2.	Neither Party shall use, sell, export, re-export, distribute, transfer, dispose or otherwise deal with any such Material or any direct product thereof nor undertake any transaction or Service without first obtaining all
necessary written consents, permits and authorizations and completing such formalities as may be required by any such laws or regulations. 

  

	 	1.3	Supplier shall be solely responsible for arranging export clearance, including applying for and obtaining any permits, licenses or other authorizations and complying with export clearance formalities, for all exports of
Materials and Services made hereunder, including but not limited to exports by Supplier to its affiliates or subcontractors and exports from such affiliates or subcontractors to Supplier or to AT&T in the United States. AT&T agrees to use
reasonable efforts to obtain and provide to Supplier in a timely manner any end-user, end-use and other documentation and certifications as may reasonably be requested by Supplier in support of any applications made to relevant government
authorities in connection with such exports. 

  

	 	1.4.	AT&T shall not be responsible or otherwise assume any responsibility for the importation of articles into any country (including the United States). Supplier expressly agrees to be responsible for any and all
importations. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 


	 	1.5.	Supplier specifically represents and warrants that it shall not export/re-export or otherwise transfer the AT&T applications, Materials or Services to any country that is subject to US trade sanctions imposed from
time to time (currently, Cuba, Iran, North Korea, Sudan and Syria), to any persons or entities located in or organized under the laws of such country, or who are owned or controlled by or acting on behalf of the governments of such countries, as
well as to citizens of such countries, or to persons identified from time to time on applicable US government restricted party lists (the US Department of Commerce’s Denied Party List, Entity List, Unverified List; the US Department of the
Treasury’s List of Specially Designated Nationals and Other Blocked Persons; the US Department of State’s various non-proliferation lists). 

  

	 	1.6	Supplier represents and warrants that it has in place compliance mechanisms sufficient to assure compliance with applicable export control and foreign trade control laws, rules and regulations. Supplier shall not do
anything which would cause AT&T to be in breach of applicable export control or foreign trade control laws, rules and regulations, and shall protect, indemnify and hold harmless AT&T from any claim, damages, liability costs, fees and
expenses incurred by AT&T as a result of the failure of omission of Supplier to comply with such laws, rules and regulations. 

  

	 	1.7	Failure by Supplier to comply with applicable export control and foreign trade control laws, rules and regulations shall constitute a material breach of this Agreement. 


 

	2.	Exhibit F, “Confidentiality and Invention Agreement”, is hereby deleted in its entirety. 

  

	3.	Section 3.3, “Offshore Information Technology Services Requirements”, and Section 3.4, “Requirements for Offshore Information Technology Services Requiring Elevated Rights”,
are hereby deleted in their entirety and replaced with the following: 

 3.3 Offshore Information Technology
Services Requirements 
 In the event Supplier currently provides or will be providing Offshore Information Technology Services in
conjunction with this Agreement, then, in addition to the foregoing, the following requirements shall apply to Supplier: 
  

	1	Strong authentication controls must be established for firewalls, firewall management servers, and firewall hop boxes. Options for strong authentication may include two-factor authentication methods such as tokens,
smart-cards and/or one-time passwords. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 


	2	Supplier must ensure that firewall configurations are hardened by selecting a sample of firewalls and verifying that the default rule set ensures the following: 


 

	 	a.	IP source routing is disabled. 

  

	 	b.	Loopback address is prohibited from entering the internal network, 

  

	 	c.	Anti-spoofing filters are implemented. 

  

	 	d.	Broadcast packets are disallowed from entering the network, 

  

	 	e.	ICMP redirects are disabled. 

  

	 	f.	Fragmented packets are dropped. 

  

	 	g.	Ruleset ends with a DENY ALL statement 

  

	3	Screen savers or connection timeouts are required to prevent unauthorized access to unattended workstations. 

  

	4	Perform [**] revalidations on the user account list on firewalls, firewall management servers, and firewall hop boxes to ensure that only those users authorized for access to manage these devices have an account. This
includes the need to revalidate the authorization level of each user account to ensure appropriate permission levels are maintained. 

  

	5	Production support personnel and development personnel must have enough separation and auditable controls to ensure that standard change management procedures are always consistently followed. 


 

	6	Developers cannot access production platforms “at will”. For some trouble-shooting situations, developers may be provided access to production platforms but only on an “as needed basis” and for a
limited duration. All temporary access should be documented (who, what, when, where and why). 

  

	7	Track and approve changes to firewall rules is required and must be validated [**]. Inappropriate firewall rules must be removed immediately. 


 

	8	Require a clean desk policy at the end of the day. 

  

	9A	Supplier resources shall be notified of the restriction that AT&T Data may not be downloaded and taken offsite. 

  

	9B	Wireless networking technologies must not be used for communicating unless the following steps are taken by Amdocs to maintain the confidentiality and integrity of the communication and to prevent unauthorized access to
the transmitting device and/or receiving device. When wireless networking technologies are used: 

 (i) All communications over
wireless networks must be transmitted via Virtual Private Network (VPN) session(s) using Strong Encryption. 
 (ii) Strong authentication
(e.g., two factor token or digital certificates) must be used for authenticating VPN access. 
 (iii) Wireless hardware (with the exception
of wireless network cards and access points) must be located in a physically secure area (e.g., in a locked wiring closet or locked machine room). 

(iv) All services not being used on the access point, router, and VPN concentrator must be disabled. 

(v) Enable Media Access Control (MAC)-based filtering so that only specified wireless cards can communicate to the access point. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 


	10	Supplier must implement procedures to ensure that AT&T Data is not downloaded and removed by Supplier. To the extent Supplier suspects that AT&T Data may have been removed, Supplier agrees to conduct searches of
suspected persons and their belongings when exiting AT&T restricted areas and Supplier’s premises to the extent such searches are permissible by local law. 


 

	11	Notify individuals that removal of AT&T Data from the work area or Supplier’s premises is not allowed, to include signage that communicates this policy and that people and personal property including, without
limitation, packages, briefcases, and purses are subject to inspection prior to exiting AT&T restricted areas and Supplier’s premises. 

  

	12	Verify that all printed media containing AT&T Data (any information obtained from or provided by AT&T, including information about AT&T Systems, its employees and its customers) is securely stored, and that
a mechanism is in place to protect the security and privacy of AT&T Data. Procedures are required to restrict access to AT&T Data to authorized Supplier personnel only, and to ensure that all media containing AT&T Data is accounted for
and reconciled on [**] to ensure that the information is not removed from Supplier’s premises. 

  

	13	All access to electronic documentation of AT&T Data retained locally must be password protected and restricted to the very minimum number of Supplier personnel. Supplier must implement procedures to ensure that
AT&T Data is not downloaded and removed by Supplier personnel, including, at a minimum, searches. To the extent Supplier suspects that AT&T Data may have been removed, Supplier agrees to conduct searches of persons and their belongings when
exiting AT&T restricted areas and Supplier’s premises to the extent searches are permissible under local law. 

  

	14	All electronically stored or printed AT&T Data no longer needed must be shredded onsite or destroyed onsite by authorized Supplier personnel assigned to AT&T projects. Shred bins must be located in AT&T
restricted areas and locked until the shredding takes place. 

  

	15	A [**] Metric Report of Perimeter Security on the Supplier’s system should be reported to AT&T that consists of: 

  

	 	•	 	Location 

  

	 	•	 	Date 

  

	 	•	 	# of Intrusions 

  

	 	•	 	Type of Intrusions 

  

	 	•	 	Source 

  

	 	•	 	Destination 

  

	 	•	 	Detail 

  

	 	•	 	Actions 

 Security IDS audit logs must be retained [**] and offline for a period of at least
[**]. 
  

	16	Remote access to AT&T Networks or AT&T Data is prohibited. All work on AT&T projects must be performed within the AT&T restricted area on Supplier’s premises and any exceptions must be in accordance
with the Limited Offshore Remote Access in this Appendix 8. Prior written exception to this prohibition must be obtained from the [**] Supplier’s use of laptops offsite must have written approval from the [**] 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 


	17	Randomly check Supplier-based email and internet-based email so that AT&T Data is not sent to an unauthorized recipient. [**], Amdocs must check for the AT&T Proprietary – Restricted and AT&T
Proprietary – Sensitive Personal Information markings in emails and attachments sent from Amdocs to non-AT&T personnel outside. Any unauthorized transmissions must be reported by Amdocs in an email to the [**] 


 

	18	B2B VPN connections to AT&T are required to be secured from other remote connections. 

  

	19	Device-specific monitoring tools must be used to assure that firewall hardware is operational. 

  

	20	To minimize the risk exposure to visiting AT&T employees in locations that are of medium-high risk of terrorist attacks, Supplier shall take necessary security measures customary for the location. 


 

	21	All access points into the Supplier’s building(s) where AT&T work is being performed must be locked by either physical keys or a card key system, or controlled by a guard service to restrict access only to
authorized individuals. These mechanisms must be in working order and utilized at all times. Proper identification must be worn by all persons inside the Supplier’s building and a procedure in place to challenge those not wearing appropriate
identification in the Supplier’s building. The cable vault, electrical and telephone areas should be secured to give access only to those authorized. 

  

	22	Card key access lists and event logs must be reviewed by Supplier [**] to validate that building card key access is limited to only those individuals with a need to be in the Supplier’s building and restricted area
where AT&T work is being performed. Ensure that all keys are accounted for and limited to those individuals with a need to be in the Supplier’s building and restricted areas and all locks are changed on a regular interval (at a minimum
[**]). Ensure that Supplier personnel surrender company identification, keys and access cards before leaving the premises when access to an area is no longer required or upon voluntarily or involuntarily ceasing to work for Supplier and that the
access cards are deactivated. [**] should include employee, contractor and supplier termination records and any associated unauthorized access attempts in the event logs. 


 

	23	Alarmed doors and monitored electronic systems are required to detect unauthorized access or access attempts with a plan to respond to and document incidents. [**] recorded video surveillance is required of the area
where work on AT&T projects is performed, including entry and exit points. 

  

	24	Prior to permitting any person access to an AT&T project source or origin code (for example, software development), and at [**] intervals thereafter, Supplier must ensure that such person (employee, contractor,
subcontractor) is not on the Denied Persons List or the Specially Designated Nationals List of the US Department of Commerce – Bureau of Industry and Security. – Those lists are located at
http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm. 

 Prior to permitting any person direct or indirect
access, whether physical, virtual, or otherwise, to any of AT&T’s company, employee, or customer information, or any of AT&T’s or AT&T’s customers’ premises, systems, software, or networks, Supplier must have a
reputable security company perform a criminal background check and verification of the identity of such person (employee, contractor, or subcontractor including onsite security guards responsible for physical security of Supplier’s premises and
AT&T restricted areas, and unescorted cleaning/maintenance personnel). 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 


	25	A security plan must be in place to include training of Supplier personnel to report suspicious activity/security incidents and complaints that did or could affect AT&T, to include documentation, follow-up and
reporting to the AT&T IT:OFFSHORE organization and, as necessary, law enforcement. 

 Information to be reported to
the Executive Director of the IT:OFFSHORE organization would consist of at least: 
  

	 	•	 	Date of Incident 

  

	 	•	 	Who - Identify those involved and be descriptive (suspects, vehicles, property, license plate numbers, ...) 

  

	 	•	 	What - What happened and how? 

  

	 	•	 	When - When did the incident occur? 

  

	 	•	 	Where - Where did the incident take place? 

  

	 	•	 	Action Taken – What action was taken? Was law enforcement notified? 

  

	26	An exercise of Supplier’s recovery strategy must be conducted [**] from the completion of a disaster recovery exercise by Amdocs, Amdocs will produce a documented conclusion with a corrective action plan and
proposed committed timeframes for corrective action upon which the Parties will agree [**] from receipt of the action plan. 

  

	27	Failover processes and procedures are required to support AT&T applications and these failover processes and procedures are exercised [**]. 


 

	28	Business continuity communication documents, processes, and procedures must be readily available and current. 

  

	29	As soon as reasonably possible after the execution of this Agreement and on an annual basis thereafter, Supplier will, at no charge to AT&T, perform a security audit utilizing a reputable independent auditor, as
agreed by the Parties. Such security audit shall ensure that Supplier will strictly follow these AT&T Supplier Information Security Requirements. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 

 3.4 Requirements for Offshore Information Technology Services Requiring Elevated Rights

 In the event Supplier currently provides or will be providing system, database, and or network administrator/root (or privileged,
super user, or the like) access to host operating systems located on AT&T non-public networks in conjunction with this Agreement from an Offshore Location, then, in addition to the foregoing, the following requirements shall apply to Supplier:

  

	 	1	Access for privileged offshore users will be via a front-end Citrix farm that requires SecurID authentication, with front end Citrix servers located in a DMZ segment. An alternative to this is an AT&T-provided
Client VPN with a SecurID token used over a secure connection (NOT the public Internet) as reviewed and approved by AT&T’s Chief Security Office (CSO). 


 

	 	2	Auditing options must be enabled on any Supplier perimeter equipment which controls access to the Supplier equipment used to do AT&T work. To ensure integrity of audit log entries, all Supplier system clocks must be
synchronized to the same time source. Synchronization to AT&T clocks is not required. At a minimum, security audit log(s) must be automatically updated for the following system events: 


 

	 	a.	Successful and unsuccessful login attempts. 

  

	 	b.	Successful and unsuccessful attempts to switch to another user’s account (where applicable). 

  

	 	c.	Logoffs. 

  

	 	d.	User attempts to access files or resources outside their privilege level. 

  

	 	e.	User access to all privileged files and/or processes. 

  

	 	f.	Operating system configuration changes. 

  

	 	g.	Operating system program changes. 

  

	 	h.	All changes, that can feasibly be captured, to system hardware and software. 

  

	 	i.	All security-related changes, including adding users. 

  

	 	j.	Failures for computer, program, communications, and operations. 

  

	 	k.	Starting and stopping of audit logging. 

 Security audit logs must be
maintained [**] and offline for a period of [**] 
  

	 	3	AT&T reserves the right to perform vulnerability scans and review the scanning results of Supplier systems in a pre-announced, scheduled manner on Supplier’s equipment on an AT&T isolated LAN segment and
Supplier Network equipment used to access AT&T Networks, systems, and data or Supplier agrees to reveal to the [**] the detailed scanning findings and closure activities related to vulnerabilities found [**] 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.031 

 

 Information to be reported to the AT&T-IT OCE would consist of at least:

  

	 	•	 	Date of discovery of vulnerability 

  

	 	•	 	How it was remediated 

  

	 	•	 	What was remediated 

  

	 	•	 	What are the plans to remediate 

  

	 	•	 	Estimated Date of closure 

  

	 	4	An Intrusion Prevention System (IPS) is required on Supplier’s data network to prevent unauthorized access. 


The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain unmodified and in full force and effect. 

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in duplicate counterparts, each
of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 
  

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s/ Michael Saeger
	 		 	By:	 	 /s/ Deidre D. Byer

	Name:	 	 Michael Saeger
	 		 	Name:	 	 Deidre D. Byer

	Title	 	 Treasurer
	 		 	Title	 	 Sr. Contract Manager – Global Business & Operations Sourcing

	Date:	 	 8-28-2014
	 		 	Date:	 	 8/27/2014



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 10 








 Amendment 

No. 02026713.A.032 

Between 
 Amdocs, Inc.

 And 
 AT&T
Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 1 








 AMENDMENT NO. 32 

AGREEMENT NO. 02026713 
 This Amendment
No. 32, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, as amended by Amendment No. 1 effective December 19, 2003, as amended by Amendment No. 2 effective
January 10, 2005, as amended by Amendment No. 3 effective December 15, 2005, as amended by Amendment No. 4 effective September 27, 2006, as amended by Amendment No. 5 effective September 27, 2007, as amended by
Amendment No. 6 effective September 2, 2008, as amended by Amendment No. 7 effective December 8, 2008, as amended by Amendment No. 8 effective February 4, 2009, as amended by Amendment No. 9 effective
March 28, 2009, as amended by Amendment No. 10 effective August 7, 2009, as amended by Amendment No. 11 effective March, 15, 2010, as amended by Amendment No. 12 effective May 28, 2010, as further amended by Amendment
No. 13 effective August 30, 2010, as amended by Amendment 14 effective November 22, 2010, as amended by Amendment No. 15 effective December 3, 2010, as amended by Amendment No. 16 effective February 24, 2011, as
amended by Amendment 17 effective May 24, 2011; as amended by Amendment No. 18 effective July 25, 2011; as amended by Amendment No. 19 effective November 14, 2011; as amended by Amendment No. 20 effective June 28,
2012; as amended by Amendment No. 21 effective July 23, 2012; as amended by Amendment No. 22 effective August 28, 2012; as amended by Amendment No. 23 effective October 31, 2012; as amended by Amendment No. 24
effective January 28, 2013; as amended by Amendment No. 25 effective March 22, 2013; as amended by Amendment No. 26 effective April 10, 2013; as amended by Amendment No. 27 effective July 19, 2013; as amended by
Amendment No. 28 effective September 30, 2013; and as amended by Amendment No. 29 effective February 28, 2014, as amended by Amendment No. 30 effective May 31, 2014; and as amended by Amendment No. 31 effective
August 28, 2014 (collectively, the “Agreement”) and 
 WHEREAS, AT&T and Supplier now desire to further amend the Agreement; 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree to changes to Agreement 02026713 as
follows: 
  

	1.	For purposes of extending the term of the Agreement, Section 3.32, “Term of Agreement”, is deleted in its entirety and replaced with the following: 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.032 

 

 3.32. Term of Agreement 

This Agreement with an Effective Date of August 7, 2003, shall remain in effect for a term ending on March 31, 2015, unless earlier
Terminated or Canceled as provided in this Agreement. The Parties may extend the term of this Agreement by agreement in writing. 
 The terms and conditions
of Agreement No. 02026713 as previously amended in all other respects remain unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the
Parties have caused this Amendment to Agreement No. 02026713 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date
the last Party signs. 
  

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s/ Steven Pennington
	 		 	By:	 	 /s/ Deidre D. Byer

	Name:	 	 Steven Pennington
	 		 	Name:	 	 Deidre D. Byer

	Title	 	 Director of Operations
	 		 	Title	 	 Sr. Contract Manager – Global Supply Chain

	Date:	 	 9-30-2014
	 		 	Date:	 	 9/30/2014



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 3 








 Amendment 

No. 02026713.A.033 
 Between

 Amdocs, Inc. 
 And 

AT&T Services, Inc. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties. 


  
 1 








 Agreement Number 02026713.A.033 

AMENDMENT NO. 33 

AGREEMENT NO. 02026713 
 This Amendment
No. 33, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No. 02026713, is by and between Amdocs, Inc., a Delaware corporation (“Supplier” or “Amdocs”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. 

WITNESSETH 
 WHEREAS, AT&T and
Amdocs are parties to that certain Agreement No. 02026713 for Software and Professional Services, dated as of August 7, 2003, (as previously amended, the “Agreement”) and 

WHEREAS, AT&T and Supplier now desire to further amend the Agreement; 

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

	1.	Section 3.3, “Termination”, is hereby deleted and replaced in its entirety as follows: 

  

	 	3.3	Termination 

  

	 	A.	Termination for Cause. Subject to the provisions of Section 4.7, any party may, prior to the completion of any Order, Terminate for Cause the applicable Order if the Arbitrator (as defined herein) has made a
determination that the other party has committed a material breach of the applicable Order, provided that (i) before Terminating, the first party has given the defaulting party a written notice specifying the breach with seventy-five
(75) days right to cure, and (ii) the Arbitrator has determined that the defaulting party has committed a material breach of the applicable Order, and has determined the circumstances and/or terms and conditions which shall constitute a
cure of such material breach. The Arbitrator shall retain jurisdiction over the dispute until such cure has been made. 

  

	 	B.	 Partial Termination. Where a provision of this Agreement permits AT&T to Terminate an Order for cause or convenience, such Termination may,
at AT&T’s option, be either complete or partial. In the case of a partial Termination for Cause, the terms of Section 3.3(A) shall apply. In the case of a partial Termination for Convenience, AT&T may accept a portion of the
Software or Services covered by an Order, but AT&T shall in any event compensate Amdocs for the Software or Services performed through the date of such partial Termination for Convenience of the Order. In either event (partial Termination for
Cause or Partial Termination for Convenience), AT&T shall pay Amdocs for any portion of such Software or Services at the unit prices set forth in such Order, (plus equitable portions of the termination charges provided in this Agreement in the
event of partial Termination for Convenience of an Order for Custom Software Development or OnGoing Support), and the parties shall utilize change management procedures as set forth in Section 5.10 to issue a Change Order to reflect such
partial Termination; provided however that, [**] any Order [**] under the Order) [**] of 



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.033 

 


	 	
the Order, in which [**] the parties shall [**] the parties [**] in accordance with the [**]. The right to Terminate an Order for Cause shall also include the right to Terminate any other Order
for Cause which is directly affected by the Termination of the initially Terminated Order. Upon receipt of AT&T’s payment in relation to a partial Termination for Cause or Convenience, Amdocs shall deliver to AT&T the applicable Work
relating to the Software or Services which has been prepared pursuant to such Terminated Order. 

  

	 	C.	Termination for Convenience of the Agreement. Either party may Terminate for Convenience this Agreement upon [**] prior written notice to the other party setting forth the effective date of such Termination. The
Termination of this Agreement for any reason shall not affect the obligations of either party pursuant to any Orders previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Orders as if this
Agreement had not been Terminated. 

  

	 	D.	Termination For Convenience of Custom Software Development Order. AT&T may at any time Terminate for Convenience any Order for Custom Software Development prior to the Delivery Date of the Software covered by
such Order, by giving Amdocs written notice. Upon receipt of any such Termination notice, Amdocs shall, if so requested by AT&T, immediately cease performing work and incurring costs in connection with such Order. [**] in accordance with the
applicable Order for work under such Order performed [**] in the applicable Order, [**]under the Order, [**]. Upon receipt of AT&T’s payment, Amdocs shall deliver to AT&T all drafts and versions of the Custom Software which have been
prepared pursuant to such Terminated Order. 

  

	 	E.	Termination For Convenience of OnGoing Support Order. AT&T may, at its option and without any Liability to Amdocs, Terminate for Convenience any OnGoing Support Order by written notice to Amdocs. Upon receipt
of such notice, Amdocs shall, if so requested by AT&T, cease performing any OnGoing Support Services as of the effective date of such Termination. [**] all in accordance with the provisions of the applicable Order and in accordance with Appendix
1.2(2) (Prices and Terms). [**] under the Order, [**] Upon receipt of AT&T’s payment, Amdocs shall deliver to AT&T all Work relating to the Software or Services which has been prepared pursuant to such Terminated Order, if applicable.


  

	 	F.	In exercising its Termination rights under subsections 3.3(D) and 3.3(E) above, [**] provided, however, that if AT&T determines in good faith that an Order for such Custom Software Development or Ongoing Support
Services requires immediate Termination due to budget restrictions, AT&T shall be permitted to exercise such rights immediately upon notice. 

  

	 	G.	Insolvency 

 (a) Right to Terminate. In the event that any Party (a) files
for bankruptcy, (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it, (c) makes an assignment for the benefit of all or
substantially all of its creditors or (d) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations, then the other Party may terminate this Agreement as of a date specified in a
termination notice; provided, however, that Amdocs will not have the right to exercise such termination under this Section 3.3(G) 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
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 Agreement Number 02026713.A.033 

 

 
so long as AT&T pays for the Services to be received hereunder in advance on a month-to-month basis. If any Party elects to terminate this Agreement due to the insolvency of the other Party,
such termination will be deemed to be a termination for cause hereunder. 
 (b) Section 365(n). Notwithstanding any other
provision of this Agreement to the contrary, in the event that Amdocs becomes a debtor under the Bankruptcy Code and rejects this Agreement pursuant to Section 365 of the Bankruptcy Code (a “Bankruptcy Rejection”),
(i) any and all of the licensee and sublicensee rights of AT&T arising under or otherwise set forth in this Agreement shall be deemed fully retained by and vested in AT&T as protected intellectual property rights under
Section 365(n)(1)(B) of the Bankruptcy Code and further shall be deemed to exist immediately before the commencement of the bankruptcy case in which Amdocs is the debtor; (ii) AT&T shall have all of the rights afforded to non-debtor
licensees and sublicensees under Section 365(n) of the Bankruptcy Code; and (iii) to the extent any rights of AT&T under this Agreement which arise after the termination or expiration of this Agreement are determined by a bankruptcy
court to not be “intellectual property rights” for purposes of Section 365(n), all of such rights shall remain vested in and fully retained by AT&T after any Bankruptcy Rejection as though this Agreement were terminated or
expired. AT&T shall under no circumstances be required to terminate this Agreement after a Bankruptcy Rejection in order to enjoy or acquire any of its rights under this Agreement. 

(c) AT&T Rights Upon Amdocs’ Bankruptcy. In the event of Amdocs’ bankruptcy or of the filing of any petition under the
federal bankruptcy laws affecting the rights of Amdocs which is not stayed or dismissed within thirty (30) days of filing, in addition to the other rights and remedies set forth herein, to the maximum extent permitted by Law, AT&T will have
the immediate right to retain and take possession for safekeeping all AT&T Information, AT&T Proprietary Information, AT&T licensed Third Party Software, AT&T owned Equipment, AT&T owned Materials, AT&T owned Custom Software,
and all other Software, Equipment, Systems or Materials to which AT&T is or would be entitled during the term of this Agreement or upon the expiration or termination of this Agreement. Amdocs shall cooperate fully with AT&T and assist
AT&T in identifying and taking possession of the items listed in the preceding sentence. AT&T will have the right to hold such AT&T Information, Proprietary Information, Software, Equipment, Systems and Materials until such time as the
trustee or receiver in bankruptcy or other appropriate court officer can provide adequate assurances and evidence to AT&T that they will be protected from sale, release, inspection, publication or inclusion in any publicly accessible record,
document, material or filing. Amdocs and AT&T agree that without this material provision, AT&T would not have entered into this Agreement or provided any right to the possession or use of AT&T Information, AT&T Proprietary
Information or AT&T Software covered by this Agreement. 
 (d) Rights To Assume In Bankruptcy. In the event of commencement of
bankruptcy proceedings by or against AT&T, AT&T or its trustee in bankruptcy shall be entitled to assume this Agreement and shall be entitled to retain all of AT&T’s license rights hereunder. 

  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 4 









 Agreement Number 02026713.A.033 

 


	 	H.	Termination Upon Amdocs’ Change of Control, which shall apply to all agreements between any AT&T Entity and any Amdocs Entity: 


 

	 	1.	In the event of a change in Control of Amdocs (or that portion of Amdocs providing Services under this Agreement) or the Entity that Controls Amdocs (if any), where such Control is acquired, directly or indirectly, in a
single transaction or series of related transactions, or all or substantially all of the assets of Amdocs are acquired by any Entity, or Amdocs is merged with or into another Entity to form a new Entity, AT&T may at its option terminate this
Agreement by giving Amdocs at least ninety (90) days prior notice and designating a date upon which such termination shall be effective; provided, however, AT&T shall not have this right if Amdocs Limited, (a Guernsey corporation as of the
Effective Date) retains Control of Amdocs after such transaction, acquisition, merger; provided, further, however, if such change in Control of Amdocs involves an AT&T competitor, AT&T may terminate this Agreement by giving Amdocs at least
ten (10) days prior notice, and the AT&T competitor shall be prohibited from any contact with AT&T Data, AT&T Information and any and all other information about the AT&T account, including discussions with Amdocs personnel
regarding specifics relating to the Services. Amdocs shall not be entitled to any termination charges in connection with a termination pursuant to this Section3.3 H. For purposes of this Section, “Control” and its
derivatives mean: (a) the legal, beneficial or equitable ownership, directly or indirectly, of (i) [**] or (ii) equity interests having the right to at least [**] or, in the event of dissolution, to at least [**]; (b) the right
to appoint, directly or indirectly, a majority of the board of directors; (c) the right to control, directly or indirectly, the management or direction of the Entity by contract or corporate governance document; or (d) in the case of a
partnership, the holding by an Entity (or one of its Affiliates) of the position of sole general partner; and “Entity” means a corporation, partnership, joint venture, trust, limited liability company, association or other
organization or entity. 

  

	 	2.	Subject to any legal obligation of confidentiality or applicable securities laws, Amdocs will provide AT&T with notice at the earliest permissible time of Amdocs’ intention to make such a change of Control and
facilitate AT&T’s receipt of sufficient information about the Entity acquiring Control for AT&T to choose to exercise its termination rights described in Section 3.3 H 1. 


 

	 	3.	Any permitted assignee or successor in interest under this Section 3.3 H shall agree in writing to be bound by the terms and conditions of this Agreement. 


 

	 	4.	Regardless of AT&T’s consent or refusal to consent to an assignment under this Section 3.3 H, Amdocs, or its successor in interest, shall continue to perform under the terms of the Agreement
until such time as the Agreement terminates or expires. 


  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 5 









 Agreement Number 02026713.A.033 

 

 The terms and conditions of Agreement No. 02026713 as previously amended in all other respects remain
unmodified and in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 02026713 to be executed,
which may be in duplicate counterparts, each of which will be deemed to be an original but all of which together shall constitute only one instrument, as of the date the last Party signs. 

 

									
	Amdocs, Inc.	 		 	AT&T Services, Inc.
					
	By:	 	 /s/ Steven Pennington
	 		 	By:	 	 /s/ Deidre D. Byer

	Name:	 	 Steven Pennington
	 		 	Name:	 	 Deidre D. Byer

	Title	 	 Director of Operations
	 		 	Title	 	 Sr. Contract Manager – Global Supply Chain

	Date:	 	 11-12-2014
	 		 	Date:	 	 11/11/2014



  
 Proprietary
Information 
 The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written Agreement by the contracting Parties. 


  
 6