Health Net 2010 Annual Report Download - page 175

Exhibit 10.76
Final Execution Copy
“***” = 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. 2010-02 TO
MASTER SERVICES AGREEMENT
This Amendment No. 2010-02 to Master Services Agreement (“Amendment”) is made as of this April 1 , 2010,
(“Amendment Effective Date”) by and between Cognizant Technology Solutions U.S. Corporation (“Supplier”) and Health Net, Inc.,
a Delaware corporation (“Health Net”) with reference to the following facts:
A. Supplier and Health Net entered into a Master Services Agreement dated September 30, 2008, as previously amended
(collectively the “Agreement”) which, among other things, requires Supplier to perform Services for Health Net;
B. Pursuant to the Agreement some former employees of Health Net became employees of Supplier and such former employees
performed some of the Services at rates applicable to “Transitioned Employees” under the Agreement.
C. The parties now wish to relieve Health Net of the obligation to pay for non-Productive Work for Applications Development
Services by Transitioned Employees and require Health Net to pay for Application Development Services by Transitioned Employees
only to the extent such employees perform Productive Work.
D. Supplier and Health Net desire to modify certain terms and conditions contained in the Agreement as provided in this
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 shall have the same meaning as in the Agreement unless otherwise specifically
defined herein.
2. Schedule C of the Agreement is hereby deleted in its entirety and replaced with the following attached Revised Schedule C.
3. Except as amended and modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force
and effect. This Amendment 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 supersedes 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 to be effective
as of the Amendment Effective Date.
COGNIZANT TECHNOLOGY SOLUTIONS HEALTH NET, INC.
U.S. CORPORATION
By
/
s/ Ralph Nicosia
B
y
/
s/ David R. Moffitt
st