SECOND AMENDMENT AGREEMENT TO THE MASTER SERVICE AGREEMENT (SASKATCHEWAN REGISTRIES)

Transcription

1 Revised Draft: January 5, 2016 SECOND AMENDMENT AGREEMENT TO THE MASTER SERVICE AGREEMENT (SASKATCHEWAN REGISTRIES) THIS AGREEMENT (the Amending Agreement ) dated the day of, 2016, effective as of 12:01 a.m. on the 1 st day of December, 2015 BETWEEN: GOVERNMENT OF SASKATCHEWAN (as represented by the Minister of Justice and Attorney General) (the "Province") - and - INFORMATION SERVICES CORPORATION ("ISC") - and - ISC SASKATCHEWAN INC. ("SaskSub") WHEREAS: A. The Province, ISC, and SaskSub entered into a Master Service Agreement (Saskatchewan Registries) effective May 30, 2013 (the Master Service Agreement ) being a service agreement contemplated pursuant to Section 4 of the Implementing Act. B. The Master Service Agreement was amended by an Agreement to Amend the Master Service Agreement (Saskatchewan Registries), the Corporate Registry Operating Agreement and the Shared Resources License and Support Agreement effective August 27, 2015 ("Amending Agreement #1"). C. The Parties have agreed to amend and clarify the Master Service Agreement on the terms and conditions contained in this Amending Agreement and have obtained all necessary authorizations to proceed with such amendment to the Master Service Agreement. D. The Parties have concurrently with the execution of this Agreement entered into a: Program Operating Agreement (as defined in Section 3(a) of this Amending Agreement) providing for the management and operation of the BRS Program (as defined in Section 3(g) of this Amending Agreement) and the CBI Program (as defined in section 3(g) of this Amending Agreement) and other matters agreed upon between the Parties; 1

2 Amendment Agreement to the Shared Resources License and Support Agreement to make certain amendments resulting from this Amending Agreement ( Amendment to Shared Resources License and Support Agreement ). E. This Amending Agreement constitutes an amendment to the Master Service Agreement and may be referred to as Amending Agreement #2. NOW THEREFORE THIS AMENDING AGREEMENT WITNESSES that, in consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the Parties agree as follows: Section 1 Defined Terms Capitalized terms used in this Amending Agreement and not otherwise defined herein have the meanings specified in the Master Service Agreement. Section 2 (a) (b) (c) Section 3 (a) Interpretation Section headings in this Amending Agreement are included for convenience of reference only and shall not constitute a part of this Amending Agreement for any other purpose. Sections 1.02 (References to and Obligations of the Contractor), 1.03 (Recitals), 1.04 (Currency) and 1.06 (Headings) to 1.11 (Governing Law and Attornment) inclusive of the Master Service Agreement, as amended by this Amending Agreement, shall be deemed to apply to this Amending Agreement, together with such other changes as the context requires. All references to the Master Service Agreement shall include the Schedules to the Master Service Agreement, as applicable, unless expressly stated otherwise in this Amending Agreement. BRS and CBI Programs The following new definitions are added to Section 1.01 (Definitions) of the Master Service Agreement: Agreement or this Agreement means this Master Service Agreement, including all schedules attached hereto, as amended by Amending Agreement #1 and Amending Agreement #2 and as may be further amended or modified from time to time; BRS Data means all information, other content and data from time to time contained in: the BRS Documents; the BRS Records; 2

3 (iv) all existing and future electronic passwords and codes used for or with respect to the BRS Program; and all Modifications to the information, content and data referred to in clauses, and above; BRS Database means the electronic databases, including passwords and codes relating thereto, paper and physical records, and documents and other repositories containing the BRS Data; BRS Documents means all Documents and other submissions registered, deposited or filed with the Contractor relating to the BRS Program and all documents relating to the BRS Program issued by an authorized official pursuant to Applicable Laws, Program Policies and Procedures, or Delegation Instruments, whether in written, electronic, microfiche, copied, or in any other form of medium and whether prior to, on or after the Effective Time; BRS Participants means the Ministry of Finance and the Saskatchewan Workers Compensation Board, together with any additional participants added to the BRS Program after the CBI and BRS Effective Time pursuant to Section 3.11 (Specified Program Changes) of the Master Service Agreement; BRS Records means all directories, repositories and other records created and maintained for or with respect to the BRS Program including in connection with or as a result of any registration, entry or correction thereto made pursuant to any Applicable Laws, Program Policies and Procedures, or Delegation Instruments, and all reports, notes, memoranda, books, files, working papers, briefing notes, summaries and any and all other records developed, stored, used, or reviewed for, or with respect to the BRS Program or the delivery of Included Services, in any form or medium and whether prior to, on or after the Effective Time; CBI and BRS Effective Time means 12.01am on December 1, 2015; CBI and BRS Programs Operating Agreement means the agreement between the Parties relating to the provision of Program Services specifically for the CBI Program and the BRS Program effective from the CBI and BRS Effective Time; CBI Data means all information, other content and data from time to time contained in: (iv) the CBI Documents; the CBI Records; all existing and future electronic passwords and codes used for or with respect to the CBI Program; and all Modifications to the information, content, and data referred to in clauses, and above; 3

4 CBI Database means the electronic databases, including passwords and codes relating thereto, paper and physical records, and documents and other repositories containing the CBI Data; CBI Documents means all Documents and other submissions received by, registered, deposited, or filed with the Contractor relating to the CBI Program or pursuant to The Common Business Identifiers Act and regulations (and any predecessor statutes thereto, to the extent applicable), and all forms and other documents relating to the CBI Program issued by the applicable authorized official pursuant to Applicable Laws, Registry Policies and Procedures, Program Policies and Procedures or Delegation Instruments, whether in written, electronic, microfiche, copied or in any other form or medium and whether prior to, on or after the Effective Time; CBI Participants means a government institution, a local authority or any prescribed body with which the Province has entered into an agreement pursuant to The Common Business Identifiers Act for the use of the CBI Program, whether entered into before or after the CBI and BRS Effective Time; CBI Records means all registers, directories, repositories and other records created and maintained for or with respect to the CBI Program or pursuant to The Common Business Identifiers Act and regulations (and any predecessor statutes thereto, to the extent applicable) including in connection with, or as a result of, any registration, entry or correction thereto made pursuant to any Applicable Laws, Program Policies and Procedures, or Delegation Instruments, and all reports, noted, memoranda, books, files, working papers, briefing notes, summaries and any and all other records developed, stored, used, or reviewed for, or with respect to, the CBI Program or the delivery of Included Services, in any form or medium and whether prior to, on or after the Effective Time; Program Data means: with respect to the BRS Program, the BRS Data; with respect to the CBI Program, the CBI Data; and with respect to any other Program which the Contractor is appointed to manage and operate pursuant to Section 7A.04 (Future Programs), any other data which is owned by the Province or over which the Province has jurisdiction and which is used in such Program described as such in the Program Operating Agreement relating to such Program; Program Database means the BRS Database and the CBI Database, and any other database relating to other Programs described as such in a Program Operating Agreement; 4

5 Program Documents and Records means the BRS Documents, the BRS Records, the CBI Documents, the CBI Records and any other documents and records relating to other Programs described as such in a Program Operating Agreement; Program Province Fees has the meaning given to such term in Section 7A.03(a) (Program Fees); Program Participant Fees has the meaning given to such term in Section 7A.03(b) (Program Fees); Program Participants means: BRS Participants, in respect of the BRS Program; CBI Participants, in respect of the CBI Program; in respect of any other Program, any Governmental Authority or other entity described as a program participant in the Program Operating Agreement made in respect of such Program; Program Policies and Procedures means any memorandum of understanding or agreement between the Province and the Government of Canada for the purpose of facilitating the adoption of a Program, and all policies, procedures, directions, directives, processes and protocols adopted or issued: by Registry Officers applying to or otherwise relating to any Delegated Authority, Program Data or Program Services; or by the Province applying to or otherwise relating to the management or operation of any Program, Program Data, or Program Services; and whether: (a) (b) existing at the CBI and BRS Effective Time; or created after the CBI and BRS Effective Time, where a copy thereof has been provided by the Province or a Registry Officer to the Contractor; Program Services means the provision by the Contractor of: CBI Services, as defined in the CBI and BRS Programs Operating Agreement; BRS Services, as defined in the CBI and BRS Programs Operating Agreement; 5

6 any services more particularly described in any Program Operating Agreement relating to a Program which the Contractor is appointed to manage and operate pursuant to Section 7A.04 (Future Programs); and "Program Service" means any one of them; Programs means the CBI Program, the BRS Program and any future program which makes any use of Registry Data or other data owned by the Province which the Contractor is appointed to manage and operate pursuant to Section 7A.04 (Future Programs) and Program means any one of them; Program Operating Agreements means: the CBI and BRS Programs Operating Agreement; any future program operating agreements entered into by the Parties pursuant to Section 7A.04 (Future Programs); Proposed Program Change has the meaning given to such term in Section 3.11 (as provided in Section 3(n) of Amending Agreement #2); and Specified Program Change has the meaning given to such term in Section 3.11 (as provided in Section 3(n) of Amending Agreement #2). (b) Unless otherwise stated in this Amending Agreement, all references to "Registry Operating Agreement" or Registry Operating Agreements in the Master Service Agreement shall be amended to also refer to "Program Operating Agreement" or Program Operating Agreements (as applicable) (as defined in Section 3(a) of this Amending Agreement) with any required interpretive contextual changes (including, for the avoidance of doubt, the interpretive provisions in Sections 1.07, 1.08, 1.10 and 1.11), provided that the following provisions shall not be amended to refer to Program Operating Agreement or Program Operating Agreements : (iv) (v) (vi) Section 1.01(ooooo) definition of Registry Operating Agreements ; Section 1.01(z) definition of Core Registry Services ; Section 1.01(fff) definition of Included Services is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; Section 1.01 (ggggg) definition of Registry Changes, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; Section 1.01(kkkkk) definition of Registry Fees ; Section 1.01(cccccc) definition of "Statutory Compensation Claims"; 6

7 (vii) Section 1.05 (Discussions Merged); (viii) Sections 2.01 (General Appointment to Operate Registries) and 2.02 (Acceptance of Appointment); (ix) (x) (xi) (xii) Section 2.05 (Review of Transactions by Registry Officers); Section 3.09(b) (Change Order Review Process); Section 6.02 (Limits on Certain Included Services); Section (New Ancillary Services), is replaced by a new section pursuant to Section 7 of this Amending Agreement; (xiii) Section (Maximum Registry Fees do not apply to Ancillary Services); (xiv) (xv) Sections (Discretion to Set Fees and Limitations), (Maximum Registry Fees in Registry Operating Agreements), (CPI Adjustments to Registry Fees), (Effective Date of Change in Maximum Registry Fees), (Process for Adopting Revised Schedules of Maximum Registry Fees), and (Provincial Indemnity for GST and Penalties); and Section (Reviews of Operation of Registries). (c) Unless otherwise stated in this Amending Agreement, all references to Registry or Registries in the Master Service Agreement shall be amended to also refer to Program or Programs (as applicable) (as defined in Section 3(a) of this Amending Agreement) with any required interpretive contextual changes, provided that the following provisions shall not be amended to refer to Program or Programs : (iv) (v) (vi) Section 1.01(fff) definition of Included Services, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; Section 1.01(eeeee) definition of Registries ; Section 1.01(ggggg) definition of Registry Changes, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; Section 1.01(kkkkk) definition of Registry Fees ; Section 1.01(lllll) definition of Registry IP, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; Section 1.01(ppppp) definition of Registry Policies and Procedures ; 7

8 (vii) Section 1.01(qqqqq) definition of Registry Software, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; (viii) Sections 2.01 (General Appointment to Operate Registries) and 2.02 (Acceptance of Appointment); (ix) (x) Section 3.09(b) (Change Order Review Process); and Section (Reviews of Operation of Registries). (d) Unless otherwise stated in this Amending Agreement, all references to Registry Policies and Procedures in the Master Service Agreement shall be amended to also refer to Program Policies and Procedures (as defined in Section 3(a) of this Amending Agreement) with any required interpretive contextual changes, provided the following provisions shall not be amended to refer to Program Policies and Procedures : (iv) (v) (vi) (vii) Section 1.01(dd) definition of Corporate Registry Documents ; Section 1.01(ee) definition of Corporate Registry Records ; Section 1.01(qqq) definition of Judgment Registry Documents ; Section 1.01(rrr) definition of Judgment Registry Records ; Section 1.01(xxx) definition of Land Registry Documents ; Section 1.01(yyy) definition of Land Registry Records ; Section 1.01(cccc) definition of Land Surveys Documents ; (viii) Section 1.01(dddd) definition of Land Surveys Records ; (ix) (x) (xi) (xii) Section 1.01(uuuu) definition of Personal Property Registry Documents ; Section 1.01(vvvv) definition of Personal Property Registry Records ; Section 1.01(ppppp) definition of Registry Policies and Procedures ; and Section (New Ancillary Services), which Section is replaced by a new Section pursuant to Section 7 of this Amending Agreement. (e) Unless otherwise stated in this Amending Agreement, all references to Registry Data in the Master Service Agreement shall be amended to also refer to Program Data (as defined in Section 3(a) of this Amending Agreement) with any required interpretive contextual changes, provided that the following provisions shall not be amended to refer to Program Data : 8

9 Section 1.01(hhhhh) definition of Registry Data ; Section 1.01(lllll) definition of Registry IP, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; Section 1.01(ppppp) definition of Registry Policies and Procedures. (f) Unless otherwise stated in this Amending Agreement, all references to Registry Databases in the Master Service Agreement shall be amended to also refer to Program Databases (as defined in Section 3(a) of this Amending Agreement) with any required interpretive contextual changes, provided that the following provisions shall not be amended to refer to Program Databases : Section 1.01(ggggg) definition of Registry Changes, is replaced by a new definition pursuant to Section 3(g) of this Amending Agreement; and Section 1.01(iiiii) definition of Registry Databases. (g) The following definitions in Section 1.01 of the Master Service Agreement are amended as follows: Business Portal is deleted and is replaced by the following: BRS Program means the on-line business registration services developed by the Contractor to provide information, registration and compliance related services to Customers on behalf of certain BRS Participants and known as Business Registration Saskatchewan; And all references to Business Portal are replaced with references to BRS Program ; Common Business Identifier is deleted and is replaced by the following: CBI Program means the common business identifier system integrated with the business numbering system of the Canada Revenue Agency as it is being operated and managed by ISC at the Effective Time and includes any substantially similar replacement common business identifier system established or adopted pursuant to The Common Business Identifiers Act and The Miscellaneous Business Statutes Amendment Act, 2012 and the arrangement with the Canada Revenue Agency having the purpose of providing Customers of the CBI Program with a business number (within the meaning of the Income Tax Act (Canada), providing this information to CBI Participants, and other related services; 9

10 and all references to Common Business Identifier are replaced with CBI Program ; Contractor Non-Compliance is deleted and is replaced by the following: Contractor Non-Compliance means: any non-performance, non-compliance, or non-fulfillment of any covenant or agreement on the part of the Contractor contained in this Agreement, any Registry Operating Agreement or Program Operating Agreement, or any Delegation Instrument or amended Approval; any non-compliance or non-fulfillment of any conditions of any Approval relating to an Ancillary Service (including any Competitive Ancillary Service) referred to in section (New Ancillary Services) or Section 12.05A (Competitive Ancillary Services); or any breach of any representation or warranty made by a Contractor contained in this Agreement, any Registry Operating Agreement or Program Operating Agreement, any Delegation Instrument or any request for or other document related to an Approval of an Ancillary Service (including Competitive Ancillary Services) pursuant to Sections (New Ancillary Services) and 12.05A (Competitive Ancillary Services); which is not a Contractor Material Breach. ; (iv) (v) (vi) Core Registry Services is amended by adding at the end of such definition, before the semi-colon, the words and any Program Service ; Customers is amended by adding, Program Services after Core Registry Services ; Direct Default Costs is amended by deleting sub-clause (A) of the definition and replacing it with the following: (A) any costs which are the subject of the indemnities provided for in Section (Province Indemnity for Contractor Third Party Claims) or Section (Contractor Indemnity for Province Third Party Claims); 10

11 (vii) Included Services is deleted and is replaced by the following: Included Services means: the provision of the Core Registry Services; the provision of the Program Services; the carrying out of any Delegated Authority; (iv) all services and activities which are necessary for the general operation, management, and maintenance of the Registries and the Programs (as applicable) including the development and maintenance and when necessary implementation of the Disaster Recovery Plan and the maintenance of the Transition Plan; (v) the provision of all techniques, procedures, features, functions, other Software, codes, passwords and equipment incorporated in the foregoing clauses through (iv) above; (vi) the provision of the services required to be provided by the Contractor under any provision of this Agreement, a Registry Operating Agreement, or a Program Operating Agreement, which do not specifically provide for additional compensation to the Contractor, including but not limited to the reporting requirements provided for in Article 5 (Reporting by the Contractor); (vii) the provision of all services customarily provided by the Contractor to the Province relating to the Registries and the Programs prior to the Effective Time, in each case in substantially the same form and scope as provided prior to the Effective Time; and (viii) any Modifications to anything described in clauses to (vii), inclusive, made under this Agreement; 11

12 provided that, Included Services shall not include any Legacy Ancillary Service or other Ancillary Service or any functions of the Registry Officers under a Registry Act that have not been delegated to the Contractor pursuant to the provisions of this Agreement, a Registry Operating Agreement, a Program Operating Agreement, or any Delegation Instruments ; and each reference to Included Services shall be read with all required interpretive contextual changes to give effect to the application of the provisions of this Agreement; (viii) The words Key Registry Position in the definition Key Registry Position are deleted and replaced by the words Key Position, and all references to Key Registry Position in the Master Service Agreement are replaced by references to Key Position ; (ix) Registry Changes is deleted and is replaced by the following: Registry or Program Changes means Modifications, made from time to time to the management and operation of the Registries or the Programs or to the delivery of the Included Services (in this clause 1.01(ggggg)) collectively called Changes ) which are: initiated or primarily caused by the Contractor or Personnel or Subcontractors of the Contractor; initiated or primarily caused by actions of the Province, except for those Changes which are: (A) (B) (C) related to the appointment of an Administrator; initiated or primarily caused by the exercise by the Province of its rights and remedies under this Agreement, any Registry Operating Agreement or any Program Operating Agreement primarily related to Contractor Material Breach or Contractor Non-Compliance; or actions of the Legislative Assembly or the Province described in Section 4.08 (Changes to Laws Not Treated as Change Order); or initiated or primarily caused by the Registry Officers, except for Changes which are: 12

13 (A) (B) primarily related to particular transactions, entries or registrations by Customers in a Registry or under a Program; or corrections to errors in the Registry Databases or Programs Databases; and for greater certainty, Registry or Program Changes do not include Changes: which are primarily corrections to errors in Registry or Program Software; primarily caused by general economic events or trends; primarily caused by Events of Force Majeure or a Disruption Event; or (iv) related to implementation of a Transition Plan; and all references to Registry Changes are replaced with references to Registry or Program Changes ; (x) Registry IP is deleted and is replaced by the following: Registry or Program IP means: all proprietary Intellectual Property and all licensed Intellectual Property such as licensed platforms (operating systems); that is required or used to operate one or more Registries or Programs, prior to or after the Effective Time, as the context requires, and to provide the Included Services that such Registry or Registries or Program or Programs (as the case may be) provide, excluding the Registry Data and the Program Data; and for greater certainty such term includes ISC Owned IP, ISC Licensed IP, SaskSub Owned IP and SaskSub Licensed IP; and all references to Registry IP are replaced with Registry or Program IP ; (xi) Registry Software is deleted and is replaced by the following: 13

14 Registry or Program Software means Software (other than commercial-off-the-shelf office, word processing, , accounting or presentation Software) used or required in connection with the ongoing operation of one or more of the Registries or Programs, or the delivery of the Included Services and all references to Registry Software are replaced with Registry or Program Software. (h) Section 1.10 (Relationship to Registry Operating Agreements and Paramountcy) of the Master Service Agreement is amended by: deleting the last paragraph starting with Except as otherwise and ending in Registry Operating Agreement and replacing it by the following: Except as otherwise expressly provided in this Agreement, a Registry Operating Agreement or a Program Operating Agreement, if there are inconsistencies between this Agreement and any Registry Operating Agreement or Program Operating Agreement, the documents shall be interpreted in the following priority to the extent of such inconsistencies: (iv) (v) (vi) the main body of this Agreement; the Schedules to this Agreement; the main body of the Registry Operating Agreement; the Schedules to the Registry Operating Agreement; the main body of the Program Operating Agreement; and the Schedules to the Program Operating Agreement. (j) Section 2.03 (Exclusive Rights - Included Services) of the Master Service Agreement is amended by adding at the end of such Section 2.03 before the period, the words or Program Services. Section 3.02 (Change in the Ordinary Course and Reservation of Management Rights) of the Master Service Agreement is amended by deleting the last sentence in its entirety, and replacing it by the following: Any Registry or Program Change effected under this Section 3.02 shall not be considered a Change Order and the effect of any Registry or Program Changes implemented under this Section 3.02 shall not be taken into account in determining any adjustment in Registry Fees or Program Province Fees in accordance with Section 3.09 (Change Order Review Process) or Section 3.09A (Change Order Review Process for Programs). 14

15 (k) (l) (m) Section 3.07(c) (Implementation of Change Orders) of the Master Service Agreement is amended by adding, at the beginning of such Section 3.07(c), the words except as otherwise provided in a Program Operating Agreement,. Section 3.09(d) (Change Order Review Process) of the Master Service Agreement is amended by adding, after the words in Section 3.09(b), the words or the relevant Program Operating Agreement. A new Section 3.09A is inserted after Section 3.09 (Change Order Review Process) in the Master Service Agreement as follows: 3.09A Change Order Review Process for Programs Notwithstanding anything contained in this Article 3 (Changes to Registries and Services) or any other section of this Agreement, and subject to an applicable Program Operating Agreement, where any Change Orders relate solely to the management and operation of a Program or the delivery of Program Services: (a) (b) (c) the objective of the review under Section 3.09 (Change Order Review Process) will be to determine a set of adjustments to Registry Fees or Program Province Fees, applicable to such Program to the extent permitted in the relevant Program Operating Agreement and for greater clarity, any principles set out in the relevant Program Operating Agreement for making such determination shall apply instead of the principles set out in Section 3.09(b) of this Agreement; if the Modification is a Proposed Program Change it shall only be made in accordance with Section 3.11 (Specified Program Changes), and any resulting Specified Program Change will not result in an adjustment to Registry Fees or Program Province Fees; and the review under Section 3.09 (Change Order Review Process) will be as set out in the relevant Program Operating Agreement. (n) A new Section 3.11, a new Section 3.12, and a new Section 3.13 are inserted after Section 3.10 (Compatibility) of the Master Service Agreement, as follows: 3.11 Specified Program Changes Unless specifically stated otherwise in a Program Operating Agreement, and notwithstanding any other provision of this Agreement, in the event the Province or the Contractor wishes to implement any of the following (a Proposed Program Change ): add a new Program Participant to an existing Program; or 15

16 amend the scope of existing Program Services provided in respect of an existing Program Participant by: (A) customising such existing Program Services for that Program Participant; or (B) adding a new service to be provided to that Program Participant, the following provisions shall apply: (a) the Party requiring or desiring the Proposed Program Change shall submit to the other Party a written notice of the proposed change signed by the initiating Party, which notice will include all reasonably available information required for the proper consideration of such Proposed Program Change; (b) (c) if the Proposed Program Change originates from the Contractor or the Program Participant, it shall be subject to Approval by the Province, and such Approval shall not be unreasonably withheld; in addition to the Approval of the Province where required under Section 3.11(b), the implementation of a Proposed Program Change is subject to the following additional provisions: the Contractor will have entered into an agreement with the relevant Program Participant directly for the provision of services (or amended services as the case may be) contemplated by the Proposed Program Change and for the payment of any Program Participant Fees with respect to such services (including the recovery of the Contractor s costs of any corresponding changes required to the Program) directly to the Contractor on a time and materials basis or as otherwise agreed to by the Contractor and the Program Participant); the Province will have entered into a memorandum of understanding or an agreement with the relevant Program 16

17 Participant with respect to the provision of the services contemplated by the Proposed Program Change; (iv) (v) if the Contractor and the Program Participant are unable to reach agreement on the terms of a Proposed Program Change, the Province or a Registry Officer may require the Contractor to implement the Proposed Program Change, in which case the Contractor will be entitled to charge the Program Participant for the Contractor s costs of implementing the Specified Program Change, on a time and materials basis or as otherwise agreed to by the Contractor and the Program Participant; the Province will have no obligation to pay any Program Province Fees relating to the provision by the Contractor of any Program Services to a new Program Participant, or the customisation of existing Program Services to the existing Program Participant, regardless of which Party submitted the notice referred to in Section 3.11(a); and any Proposed Program Change that is implemented in accordance with this Section 3.11 shall be referred to as a Specified Program Change and shall not be considered a Change Order, a change under a Change Request or a Mandatory Change, and the effect of any changes implemented under this Section 3.11 will not be taken into account in determining any adjustment in Registry Fees or Program Province Fees in accordance with Section 3.09 (Change Order Review Process) and Section 3.09A (Change Order Review Process for Programs), unless it is a general change for the general benefit of existing Program Participants of a Program, as provided in Section 3.12 (General Changes to Program Services), in which case Section 3.12 shall apply to the matter of any adjustment to Registry Fees or Program Province Fees instead of this Section 3.11(c)(v) General Changes to Program Services Unless specifically stated otherwise in a Program Operating Agreement, in the event the Province or the Contractor wishes to amend the scope of or make any other Modification to existing Program Services relating to a particular Program that will be for the general benefit of existing Program Participants of that particular Program: (a) such Party shall request the Modification by submitting to the other Party a written notice signed by the initiating Party, which notice 17

18 will include all reasonably available information required for the proper consideration of such Modification or for the commencement of the Change Order Process in respect thereof, and the other Party shall provide to the initiating Party in writing within 30 days of receiving the said request from the initiating Party, all reasonably available additional information required for the proper consideration of such Modification or for the commencement of the Change Order Process in respect thereof; (b) if the Province is satisfied based on the information referred to in Section 3.12(a) that the subject Modification will be for the general benefit of existing Program Participants in such Program and confirms to the Contractor in writing that the Province is so satisfied: such request will be treated as a Change Request and will be subject to the change process described in Section 3.06 (Change Request Process); and the Contractor, as its sole and exclusive remedy, shall be entitled to treat such Modification as a Change Order for the purposes of Section 3.09 (Change Order Review Process) and Section 3.09A (Change Order Review Process for Programs) and the Contractor acknowledges and agrees that it will have no other right to compensation except as contemplated by the Program Operating Agreement. For greater clarity, any Modification which primarily relates to the management and operation of one or more Registries or the delivery of Included Services other than Program Services, and which also involves or requires Modifications to one or more Programs that will be for the general benefit of existing Program Participants in a Program, will be treated as a Modification to the Registries and Section 3.09 (Change Order Review Process) will apply instead of Section 3.09A (Change Order Review Process for Programs) for purposes of the Change Order Review Process Other Modifications to Programs under a Program Operating Agreement A Program Operating Agreement may provide for the implementation of changes to or the termination of Program Services caused by amendments to, or otherwise in connection with, any 18

19 memorandum of understanding or agreement between the Province and the Government of Canada with respect to a Program. (o) (p) (q) Section 6.01 (End-to-End Solution) of the Master Service Agreement is amended by adding the words for the provision of the Included Services (other than the Program Services and all other services related to the Program Services or the operation and management of the Programs for which compensation is provided under the terms of the Program Operating Agreements) after throughout the Term ; Section 7.01 (Business Portal) and Section 7.02 (Common Business Identifier) of the Master Service Agreement are deleted. The following provisions are added to the Master Service Agreement as a new Article 7A, after Article 7 (Provision of Additional Services to Province): 7A PROGRAMS 7A.01 General Appointment to Operate BRS Program and CBI Program The Province hereby appoints the Contractor, to manage and operate the BRS Program and the CBI Program on behalf of the Province and to provide the BRS Services and the CBI Services for a period commencing on the CBI and BRS Effective Time and ending at the end of the Term, subject to and in accordance with the terms and conditions contained in this Agreement, the CBI and BRS Programs Operating Agreement and Applicable Laws. 7A.02 Acceptance of Appointment The Contractor hereby accepts the appointment by the Province and its responsibility to manage and operate on behalf of the Province the BRS Program and the CBI Program, as well as any additional Programs over which the Contractor is appointed to manage and operate pursuant to the terms of this Article 7A during the Term, and agrees to provide such Program Services and carry out all its obligations in accordance with the terms and conditions of this Agreement, the Program Operating Agreements and Applicable Laws. 7A.03 Program Fees (a) All fees and other compensation to be paid by the Province to the Contractor for the management and operation of any Program and the provision of Program Services (collectively, Program Province Fees ) shall be set out in the Program Operating Agreements. 19

20 (b) All fees and other compensation to be paid by Program Participants to the Contractor for the provision of Program Services (the Program Participant Fees ) shall be set out in an agreement between the Contractor and the relevant Program Participant. 7A.04 Future Programs The parties acknowledge and agree the appointment of the Contractor in Section 7A.01 (General Appointment to Operate BRS Program and CBI Program) to provide the Program Services is, as at the CBI and BRS Effective Time, a specific appointment in relation to the CBI Program and the BRS Program on the terms set out in this Agreement and the CBI and BRS Programs Operating Agreement. However, the Province may from time to time request that the Contractor provide the Province with additional Program Services for new Programs, and in such event the Province and the Contractor will negotiate in good faith the terms under which such new Program Services will be provided, which terms will include the terms of the Master Service Agreement, all Applicable Laws and the terms of a new Program Operating Agreement specific to such new Program Services. 7A.05 Transition Plan During the next annual review of the Transition Plan following the commencement of any Program Services, the Contractor will update the Transition Plan, at no cost to the Province, for the orderly transfer and transition of the operation of the relevant Program and the delivery of the Included Services for such Program to the Province or a New Provider in accordance with the requirements of Article 19 (Provisions Applicable on Termination or Expiration). 7A.06 Disaster Recovery Plan During the next annual review of the Transition Plan following the commencement of any Program Services, the Contractor will update the Disaster Recovery Plan in accordance with the requirements of Article 10 (Disaster Recovery Plans), at no cost to the Province. 7A.07 Security Protocols Within the time period set out in the applicable Program Operating Agreement, the Contractor will prepare and submit to the Province for Approval, Security Protocols associated with any new Program in accordance with the requirements of Section (Security 20

21 Protocols) and the applicable Program Operating Agreement, at no cost to the Province. (r) (s) (t) Section 9.09 (Key Registry Positions) of the Master Service Agreement is amended by replacing the words Key Registry Position Designation Event with the words Key Position Designation Event. All references to Key Registry Position Designation Event shall be amended to read Key Position Designation Event. Section 11.01(g) (Province Owned IP and Terms with Respect to Registry Data) of the Master Service Agreement is amended by adding or Program Services after Core Registry Services. Section 11.02(e) (as amended by Amending Agreement #1) is amended to add the following words after thereafter during the Term and the Transition Period : (however in respect of all program source code and object code for all Registry or Program Software relating solely to Programs that is ISC Owned IP or SaskSub Owned IP, the Shared Resource License Agreement will require the deposit with the Escrow Agent within the time period specified in the relevant Program Operating Agreement). (u) Section (Change of Ancillary Services to Core Registry Services) is deleted in its entirety and is replaced by the following: (Change of Ancillary Services to Core Registry Services or Program Services) If the Province determines that any Ancillary Service is of sufficient importance to justify re-characterization of such Ancillary Service to a Core Registry Service or a Program Service, the Province may give effect to such change by issuing a Change Request under Section 3.05 (Change Request) or a Mandatory Change under Section 3.03 (Mandatory Changes by Province or Registry Officer). (v) Each reference to Registry Officer in Section (Scheduled Outage Period) of the Master Service Agreement where used in the context of a Scheduled Outage Period affecting any Program, shall be amended to also refer to the Province and for the purposes of Section only, such notices provided to the Province shall be addressed as follows: Ministry of Justice Scarth Street Regina, SK S4P 4B3 Attention: Director, Public Registry Administration Fax:

22 (w) (x) (y) Section 17.10(a) (Expenses of Administrator) of the Master Service Agreement is amended by adding, after the words recoverable from any Registry Fees, a comma and the words Program Participant Fees or Program Province Fees. Section 19.05(c) (Transition Period) of the Master Service Agreement is amended by adding, in the last sentence after the words collect Registry Fees, a comma and the words Program Participant Fees or Program Province Fees. Section (Registries Fees Collected by SaskSub) of the Master Service Agreement is deleted in its entirely and is replaced by the following: ` Registry Fees and other Third Party Payments Collected by SaskSub The Contractor and the Province agree that, during the Term, SaskSub will collect all Registry Fees payable by Customers and Program Participant Fees payable by Program Participants with respect to Services provided on behalf of the Province by the Contractor. The Province acknowledges and agrees that: (a) (b) SaskSub is entitled to retain such Registry Fees for its own account as compensation in full for the provision of the Included Services related to the Registries and is not obliged to account for such Registry Fees to the Province; and SaskSub is entitled to retain all Program Participant Fees for its own account and is only obliged to account for such Program Participant Fees to the Province to the extent provided in the relevant Program Operating Agreement. The Province further acknowledges that SaskSub intends to pay a substantial portion of such Registry Fees and Program Participant Fees to ISC on an ongoing basis. Subject to Section 19.05(c) (Transition Period), during any Transition Period, the same terms shall apply. With respect to Program Province Fees, the Contractor shall be entitled to retain such Program Province Fees, provided that the Contractor shall be obligated to account to the Province for such Program Province Fees to the extent provided in the relevant Program Operating Agreement. (z) (aa) Section (Reviews of Operation of Registries) of the Master Service Agreement is amended by adding the following phrase at the end of this Section: Nothing in this Section is intended to require a review of the operation of the Programs unless specifically stated in a Program Operating Agreement.. Section (Notice) of the Master Service Agreement is amended by adding the following phrase at the beginning of this Section, prior to the words Any 22

23 notice that is required : Except as provided in Section (Scheduled Outage Period),. Section 4 Amendments to Section 8.10 of the Master Service Agreement A new sentence is added to the end of Section 8.10 (Foreign Disclosure Laws) of the Master Service Agreement, as follows: Nothing in this Section 8.10 is intended to apply to the storage of any Personal Information relating to employees of the Contractor, which is governed in its entirety by Section 8.12 (Protection of Personal Information). Section 5 Amendment to Section 9.04(b) of the Master Service Agreement Section 9.04(b) (Capacities of SaskSub) of the Master Service Agreement is amended by deleting the words within 365 days after the Effective Time and by replacing such words with the words December 31, Section 6 Amendments to Section of the Master Service Agreement A new sentence is added to the end of Section (Location of Physical Registry Data) of the Master Service Agreement, as follows: Notwithstanding the immediately preceding sentence in this Section 11.06, the physical Registry Data that is required for purposes of generating printed notices and copies generated for Customers pursuant to a Registry Act may be temporarily located and stored outside of the geographic boundaries of the Province of Saskatchewan provided that: (a) (b) (c) such physical Registry Data, printed notices and copies are located and stored within the geographic boundaries of Canada; the temporary location and storage of such physical Registry Data, notices and copies is solely for the purposes of printing such notices and copies and will be limited to the period of time reasonably required to print such notices or copies and send them to Customers via mail, fax, or ; and the Contractor shall provide to the Province notice of the addresses of the location(s) of all such Registry Data, printed notices and copies including any changes to such location(s). Section 7 (a) Amendments to Section of the Master Service Agreement Section (New Ancillary Services) of the Master Service Agreement is deleted in its entirety and is replaced by the following: New Ancillary Services 23

24 (a) (b) (c) (d) Prior to commencing to develop or providing to Customers any Ancillary Service which is not listed in a Registry Operating Agreement or a Program Operating Agreement, the Contractor shall deliver to the Province a written request for Approval outlining such proposed Ancillary Service and include in such request all relevant information reasonably required for the proper consideration of such request by the Province. Within thirty (30) Business Days of the Province receiving such request from the Contractor or such further time as the Parties may agree to, the Province shall use reasonable efforts to deliver a written response to the Contractor Approving the development and provision of the Ancillary Service that is the subject of the Contractor s request or setting out the reasons for which it declines to Approve the same. The Contractor shall not commence providing any Ancillary Service unless and until the Province has Approved such Ancillary Service. The Province agrees that it will not decline a request for Approval in respect of an Ancillary Service unless it determines that such Ancillary Service is or could reasonably be expected to be contrary to any Applicable Laws, Registry Policies and Procedures or Program Policies and Procedures (as applicable), Privacy Obligations, or otherwise inconsistent with public policy, provided, however, that the Province may make such Approval subject to conditions, as described below. Any such determination by the Province shall be final and not subject to any appeal by the Contractor. The Province or the applicable Registry Officer may make any such Approval subject to one or more conditions that the Province or Registry Officer considers to be reasonable and necessary in connection with such Approval. The Contractor shall comply with such condition or conditions in providing such Ancillary Service. (e) (f) This Section shall not be subject to the Dispute Resolution Process. Notwithstanding any provision of this Agreement the Approval of an Ancillary Service that in any way overlaps or affects the delivery of a service which is a Core Registry Service or other Included Service, will not affect the obligation of the Contractor to continue to deliver such service as a Core Registry Service or other Included Service, as applicable. (b) A new Section 12.05A is added to the Master Service Agreement as follows: 12.05A Competitive Ancillary Services (a) For the purposes of this Section 12.05A: 24

25 Competitive Ancillary Service means an Ancillary Service that is a value added product or service and that, when performed by the Contractor or its Affiliate, competes, or may compete, with Third Parties in a downstream market; and "Affiliate" shall be deemed to include any corporation, partnership, joint venture, association or other entity in which the Contractor and any subsidiary, individually or collectively: (A) (B) hold more than a twenty-five (25%) voting or equity interest in; or have an interest that gives the Contractor the ability to materially influence the economic behavior of such corporation, partnership, joint venture, association or company, including but not limited to decisions relating to pricing, purchasing, distribution, marketing, investing, financing and the licensing of intellectual property rights. For greater certainty, any Affiliate shall be considered a Customer of the Contractor that can be granted a transferable license pursuant to Section 12.01(b) (Ancillary Registry Services), subject to any conditions in any Approval related to a Competitive Ancillary Service. (b) Neither the Contractor nor an Affiliate shall provide a Competitive Ancillary Service without the Contractor first obtaining Approval of the Province in accordance with the process set out in Section (New Ancillary Services). Such Approval: may be made subject to conditions imposed pursuant to Section 12.05; and shall in all cases be made subject to conditions prohibiting the Contractor from: (A) (B) unreasonably discriminating against any Third Party relative to itself or its Affiliate; or unreasonably preferring itself or its Affiliate, in respect of the compensation for, or service standards or service levels in the provision of Registry Data for use in the provision of, such Competitive Ancillary Service (collectively, the "Competition Approval Conditions ). The Contractor or the Affiliate (as the case may be) shall comply with all conditions of or in connection with the corresponding Approval of the Province, as amended from time to time, in accordance with 25