Virtusa 10K/A 2010 Annual report (amended) | VRTU Filing

Exhibit 10.36

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

AMENDMENT # 7 TO THE MASTER SERVICES AGREEMENT

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

WHEREAS, the parties previously entered into the first Amendment to the MSA on March 31, 2006, Amendment #2 to the MSA on September 28, 2006, Amendment #3 to the MSA dated as of March 29, 2007 (“Amendment No. 3”), Amendment #4 to the MSA dated as of April 13, 2008 (“Amendment No. 4”),Amendment #5 to the MSA dated as of June 27, 2008 (“Amendment No. 5”) and Amendment #6 to the MSA dated as of May 27, 2009 (“Amendment No. 6) (collectively, the “Prior Amendments”).

WHEREAS, the parties seek to amend the Agreement to reflect the terms and conditions under the Agreement and related work orders for the period of January 1, 2010 to December 31, 2010, subject to the terms of the Agreement, as amended hereby;

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

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

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

“This Agreement will become effective as of the Effective Date and will remain in effect until December 31, 2010 or until all Services have been completed or terminated as provided herein, whichever occurs later, unless otherwise terminated under the provisions of the Agreement. Metavante may terminate this Agreement or any Work Order for any reason, upon thirty (30) days prior written notice to Virtusa, unless otherwise stated in a Work Order with respect to such Work Order.

Virtusa may terminate this Agreement for any reason upon ninety (90) days prior written notice to Metavante; provided that no active Work Order is in effect. “

3. That the resource rates as set forth in Exhibit A attached hereto and the volume discount levels as set forth in Exhibit B attached hereto shall be in effect beginning January 1, 2010, and shall apply to all services provided under any Work Order entered into between Metavante, or an Affiliate of Metavante, and Virtusa and for which services are performed during the periods from January 1, 2010, to December 31, 2010. The Exhibits A and B attached hereto replace in their entirety such exhibits in the Agreement on January 1, 2010.

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

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

METAVANTE CORPORATION		VIRTUSA CORPORATION
“Metavante”		“Virtusa”

/s/ Michelle K. Bowen		/s/ Paul D. Tutun
Signature		Signature
Michelle K. Brown		Paul D. Tutun
Name		Name
Senior Vice President		V.P. & General Counsel
Title		Title
12-21-09		12-18-09
Date		Date

EXHIBIT A

Virtusa Resource Rates for Metavante and its Affiliates

Effective January 1, 2010 to December 31, 2010

US Billing Rates
(Billed in US Dollars)

Canada Billing Rates
(Billed in Canadian Dollars)

Virtusa Roles

Abbrev.

Yrs Exp

2010
Offshore
Daily Rate

2010 ATC -
Daily Rate

2010
Offshore
Daily Rate

2010 ATC -
Daily Rate

Application Architect

5 plus

***

Associate Business Analyst

ABA

3 - 5

***

Business Analyst

5 - 7

***

Sr. Business Analyst

SBA

7 plus

***

Associate Engineer

***

Software Engineer

2 - 3

***

SSE/Associate TL

SSE/ATL

3 - 5

***

Technical Lead

5 - 7

***

Sr. Technical Lead

STL

7 plus

***

Associate Project Manager

APM

3 - 5

***

Project Manager

5 - 7

***

Sr. Project Manager

SPM

7 plus

***

Program Manager

PRGM

7 plus

***

Quality Assurance Engineer

QAE

1 - 3

***

Senior QA Engineer

SQAE

3 - 5

***

Associate QA Lead

AQAL

3 - 5

***

Quality Assurance Lead

QAL

5 - 7

***

Sr. QA Lead

SQAL

7 plus

***

Shadow Resources

n/a

***

Resources that perform services at Metavante US or Canadian location are defined to be “onshore” resources and will invoiced using the “onshore” rate. Resources who perform services at a country where Virtusa operates an ATC (currently India and Sri Lanka) are defined to be “offshore’ resources and will invoice using the “offshore” rate.

[***] based on an [***.] Hours worked [*********************************************.]

EXHBIT B

VOLUME DISCOUNT LEVELS

The following volume discount levels shall apply against Resource Fees billed by Virtusa to Metavante and any Metavante Affiliate for the period January 1, 2010 to December 31, 2010:

Discount Tier	Calendar Year Resource Fee Minimum	Calendar Year Resource Fee Maximum	Volume Discount Percentage
1	[***]	[***]	[***]
2	[***]	[***]	[***]
3	[***]	[***]	[***]
4	[***]	[***]	[***]

Terms applying to application of Volume Discount Percentage during each calendar year:

1. Each dollar billed by a Virtusa to Metavante or an Affiliate of Metavante for time billed by Virtusa resources (offshore and onsite) shall be aggregated to determine the appropriate Volume Discount Percentage for the calendar year (January 1 to December 31).

2. However, [********************************************************************.]

3. [***] not related to Virtusa billing rates shall be [***] for determining [**************************.]

4. Virtusa shall measure and report the [***], and, shall [***] the applicable [***] amount on a [***] as [***.]

Virtusa (VRTU) 10-K/A2010 FY Annual report (amended)