Health Net 2010 Annual Report Download - page 163

Exhibit 10.75
Final Execution Version
“***” = CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT NO. 2010-01 TO
MASTER SERVICES AGREEMENT
This Amendment Number 2010-01 (“Amendment 2010-01”), effective as of April 15, 2010 (the “Amendment 2010-01
E
ffective Date”), is between Health Net, Inc. (“Health Net”), and Cognizant Technology Solutions U.S. Corporation (“Supplier”)
(each, a “Party” and collectively, the “Parties”). This Amendment 2010-01 is made with reference to the following:
A. Master Services Agreement. The Parties entered into a Master Services Agreement dated September 23, 2008 (the
“Agreement”), as modified from time to time, pursuant to which Supplier provides certain business process outsourcing services to
Health Net;
B. Request for Proposal Process. Pursuant to a Change Notice C20100037, dated June 6, 2010, and an amendment contained
therein (“CN 20100037”), the parties changed the methodology for measuring Cognizant’s performance of its service level
obligations as described more fully in Schedule B of the Agreement;
C. Voided Change Notice 20100037. Recognizing that the amendment contained in Change Notice 20100037 should not be part
of a Change Notice, but should instead be a stand-alone amendment, the parties now wish to void Change Notice 20100037 and
execute such stand-alone amendment.
NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and other undertakings set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree
as follows:
1. Definitions. Defined terms used in this Amendment 2010-01 shall have the same meaning as in the Agreement unless otherwise
specifically defined herein.
2. Voided Change Notice. Change Notice 20100037 is deemed void and of no effect.
3. Amended and Restated Schedule B. Schedule B of the Agreement is deleted in its entirety and replaced with the Schedule B, which
is attached and incorporated into this Amendment.
4. Except as amended and modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force
and effect. For the avoidance of doubt, the exhibits to Schedule B remain unchanged by, and are not attached to, this Amendment.
This Amendment 2010-01 may not be modified except in writing signed by both parties hereto. This Amendment, the Agreement and
exhibits and schedules thereto constitute the entire agreement of the parties with respect to the subject matter contained therein and
supersede any and all prior or contemporaneous agreements between the parties, whether oral or written, concerning the subject
matter contained herein.
IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives executed this Amendment 2010-01 to be
effective as of the Amendment 2010-01 Effective Date.
Schedule B Health Net/Co
g
nizant Confidential