Amendment No.2 to the Master Services Agreement, dated as of December 31, 2018, between Juniper Networks, Inc. and International Business Machines Corporation

The Master Services Agreement, dated as of December 31, 2018, between Juniper Networks, Inc. (“Customer”) and International Business Machines Corporation (“Provider”), as previously modified by Change Orders and Amendment No. 1 dated January 4, 2019 (the “Agreement”), is hereby amended as set forth in this Amendment No. 2 (this “Amendment”), effective as of June 26, 2020 (the “Amendment Effective Date”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which consideration is acknowledged, Customer and Provider hereby agree as follows as of the Amendment Effective Date:

of overpayments or underpayments previously made by Customer calculated based on the new pricing set forth in this Amendment as of January 1, 2020.

Section 3.1(C) (Statements of Work) of the Agreement is hereby amended by adding the following subsections (i) and (ii):

“(i)    The Parties shall cause their respective local country Affiliates to amend the Local Services Agreements to reflect the applicable terms and conditions agreed to in this Amendment. The intent of the Parties is that such amended Local Services Agreements will be entered into within [***] days of the Amendment Effective Date, but the Parties agree that such amended Local Services Agreements will be entered into in no event later than [***] days from the Amendment Effective Date. The Parties will cause their local country Affiliates to promptly provide copies of the proposed amendments and diligently and reasonably negotiate any terms that require discussion; provided that such amendments are consistent with the Agreement, including Section 3.1(C) (Statements of Work). Pricing for such Local Services Agreements for the Infrastructure Services and End User Services towers shall be as specified in Exhibit 2 (LSA – Fees for Local Services by Country) of Exhibit B (Fees), which is attached to Amendment.

(ii) The applicable terms and conditions in Amendment are intended to be effective in all countries on the Amendment Effective Date, with billing changes to be effective as of January 1, 2020. During the interim period between the Amendment Effective Date and the dates when the amended Local Services Agreements are signed, the Parties will cause their local country Affiliates to perform their responsibilities and obligations (including charging and payment of Fees) in each local country, as amended by and consistent with, the terms and conditions agreed to in Amendment.”

  

The following are the changes to the Statement of Work for Infrastructure Services SOW #1:

Statement of Work for Infrastructure Services SOW #1 dated December 31, 2018 is hereby deleted in its entirety and replaced with the attached “Amended and Restated Statement of Work for Infrastructure Services SOW #1, dated June 26, 2020.”

The following are the changes to the Statement of Work for End User Services SOW #2:

Statement of Work for End User Services SOW #2 dated December 31, 2018 is hereby deleted in its entirety and replaced with the attached “Amended and Restated Statement of Work for End User Services SOW #2, dated June 26, 2020.”

The following are the changes to Schedule 3 (Cross Functional Services Terms):

Schedule 3 (Cross Functional Services Terms) is hereby deleted in its entirety and replaced with the attached amended “Schedule 3 (Cross Functional Services Terms) (Version 2), dated June 26, 2020.”

Provider will reimburse Customer with an invoice credit in the amount of $[***] for the DCIS services performed by ISG ($[***] and $[***]) and Maripath ($[***] and $[***]) for March and April 2020, respectively.

Provider will invoice Customer a one-time charge of $[***] for the reinstatement fee associated with the Gigamon license fee that Customer allowed to lapse in 2019 prior to Provider taking over as a Managed Contract.

The Services and remaining monthly recurring charges (MRC) included in Change Orders JNPR REQ - 000005 and JNPR REQ – 000002 (“Change Orders”) for circuits located in Sunnyvale, CA and Raleigh/Durham, NC have been included in the amended Fees Spreadsheet to Exhibit B (Fees) attached hereto and such Change Orders will be terminated as of the Amendment Effective Date.

The Financial Responsibility Matrix to Exhibit L (Asset Responsibility and Ownership Matrix) for both Infrastructure SOW #1 and End User Services SOW #2 is hereby deleted in its entirety and replaced with the attached Financial Responsibility Matrix Excel spreadsheet, dated June 26, 2020.

The following documents are attached to, and form a part of, this Amendment and the Agreement:

Except for the modifications set forth above, all of the other terms and conditions of the Agreement (including its Schedules and Exhibits) remain in full force and effect. EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AMENDMENT AND AGREES TO BE BOUND BY THE TERMS HEREOF.