EXHIBIT 10.35
NOTE: Certain identified information IN THIS AMENDMENT has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.
IBM Amendment No. 1 (this “Amendment”)
Referenceismadeto:
(I)the2019MasterServicesAgreement,madeandenteredintoasofDecember31,2019(the"MSA", and together withallexhibitsandattachments thereto,the"Agreement");and
(II)andtheBroadridgeVendorGDPRAnnex,datedJune14,2018,asamended(the"GDPRAnnex"),
all by and between International Business Machines Corporation ("Supplier Party" or "Processor") and BroadridgeFinancial Solutions, Inc.("Customer Party"or"Broadridge").ThisAmendment,effectiveasofthe lastsignaturedatesetforthbelow(the"AmendmentEffectiveDate"),ismadeapartofandamendstheAgreement andGDPR Annex assetforth below.
1.DefinedTerms.Allcapitalizedtermsusedbutnotdefinedhereinhavethesamemeaningsascribedtothem intheAgreementortheGDPRAnnex,asapplicable.
2.AgreementNameChange.ThePartiesacknowledgeandagreethatpriortotheAmendmentEffectiveDate, the name of the Agreement was modified from the"Project Brown Information Technology Services Agreement" to the Agreement.
3.AmendmentstotheMSA.
(a)Section11.08oftheMSA.Section11.08(HIPAACompliance)oftheMSAisherebydeletedand replacedwiththefollowingnewSection11.08:
"11.08. HIPAACompliance. [****]
(b)AllreferencesintheMSAto"SSAE18TypeII"areherebydeletedandreplacedwith"SSAE18 SOC 1, Type 2". •
(c)Section29.22.ThefollowingnewSection29.22isaddedtoARTICLE29(MISCELLANEOUS)of theMSA:
"29.22. 48C.F.R§52.203-13.Suppliershallcomplywith48C.F.R§52.203-13(ContractorCode ofBusinessEthicsandConduct)inconnection withthisAgreement."
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12.General.
(a)Except as expressly amended and supplemented by this Amendment, the Agreement and the GDPR Annex each remains in full force and effect.
(b)In the event of any conflict between the terms and conditions of this Amendment, and the terms and conditions of the Agreement or the GDPR Annex, the terms and conditions of this Amendment shall prevail.
(c)This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties, and signatures may be exchanged via facsimile or electronic mail and shall be deemed originals
Broadridge Financial Solutions, Inc. International Business Machines Corporation
By: /s/Mark Schlesinger By: /s/Loyd Simpson
Name: Mark Schlesinger Name: Loyd Simpson
Title: CIO Title: Senior Project Executive
Date: 4/3/2020 Date: 4/4/2020
Broadridge Financial Solutions, Inc.
By: /s/Pierce Greene
Name: Pierce Greene
Title: VP, Procurement
Date: 4/3/2020