Common use of Modifications to Services Clause in Contracts

Modifications to Services. a) Subject to Section 8.2, EVERTEC reserves the right to change, modify, enhance or upgrade the manner in which it renders the Services, at any time, provided, however, that any change, modification, enhancement or upgrade does not adversely affect the functionality of the Services, the fees for such Service and/or the agreed upon Service Levels, as applicable, and provided that (i) EVERTEC provides written notice of such modification to COMPANY and BPPR at least forty-five (45) days prior to implementation of any such change, modification, enhancement or upgrade, (ii) such notice describes in reasonable detail the change, modification, enhancement or upgrade to be made by such modification and EVERTEC promptly answers any reasonable inquiries of COMPANY, BPPR, or one of their respective Subsidiaries regarding such change, modification, enhancement or upgrade and (iii) neither COMPANY nor BPPR delivers a written notice to EVERTEC prior to such implementation that it reasonably believes that such change, modification, enhancement or upgrade would be likely to adversely affect its or one of its Subsidiaries’ compliance with applicable Legal Requirements. b) Any change, modification, enhancement or upgrade requested or required by COMPANY or BPPR that is not a Mandatory Enhancement or a Supplemental Mandatory Enhancement (a “Requested Enhancement”) will require written notice to EVERTEC. Upon receipt of such notice, EVERTEC will exercise Best Efforts to prepare and present to COMPANY or BPPR, as soon as possible, a written estimate of the costs for the Requested Enhancement and any adjustment in fees that may be necessary as a result thereof. EVERTEC’s Best Efforts will take into consideration the business needs of COMPANY, BPPR, and their respective Subsidiaries and any timeframes for implementation related thereto. The parties will have a period of thirty (30) days following the receipt of the estimate to negotiate in good faith any costs and/or price adjustments. Should the parties be unable to arrive at mutually agreed upon costs and/or price adjustments within such thirty (30) day time period, the changes will not be developed by EVERTEC and this Master Agreement will continue in full force in effect under the then current terms and conditions; provided, however, notwithstanding anything to the contrary contained in this Master Agreement, COMPANY, BPPR, and their respective Subsidiaries may, subject to the terms and conditions of the Technology Agreement, have such changes developed by another contractor of COMPANY, BPPR, or one of their respective Subsidiaries. In cooperation with such contractor, EVERTEC will implement the developed changes into the Services.

Modifications to Services. (a) Subject to Section 8.2, EVERTEC reserves the right to change, modify, enhance or upgrade the manner in which it renders the Services, at any time, provided, however, that any change, modification, enhancement or upgrade does not adversely affect the functionality of the Services, the fees for such Service and/or or the agreed upon Service Levels, as applicable, and provided that (i) EVERTEC provides written notice of such modification to COMPANY and BPPR at least forty-five (45) days prior to implementation of any such change, modification, enhancement or upgrade, (ii) such notice describes in reasonable detail the change, modification, enhancement or upgrade to be made by such modification and EVERTEC promptly answers any reasonable inquiries of COMPANY, BPPR, or one of their respective Subsidiaries regarding such change, modification, enhancement or upgrade and (iii) neither COMPANY nor BPPR delivers a written notice to EVERTEC prior to such implementation that it reasonably believes that such change, modification, enhancement or upgrade would be likely to adversely affect its or one of its Subsidiaries’ compliance with applicable Legal Requirements. (b) Any change, modification, enhancement or upgrade requested or required by COMPANY or BPPR that is not a Mandatory Enhancement or a Supplemental Mandatory Enhancement (a “Requested Enhancement”) will require written notice to EVERTEC. Upon receipt of such notice, EVERTEC will exercise Best Efforts to prepare and present to COMPANY or BPPR, as soon as possible, a written estimate of the costs for the Requested Enhancement and any adjustment in fees that may be necessary as a result thereof. EVERTEC’s Best Efforts will take into consideration the business needs of COMPANY, BPPR, and their respective Subsidiaries and any timeframes for implementation related thereto. The parties will have a period of thirty (30) days following COMPANY, BPPR, and their respective Subsidiaries may decide that the receipt of the estimate to negotiate in good faith any costs and/or price adjustments. Should the parties be unable to arrive at mutually agreed upon costs and/or price adjustments within such thirty (30) day time period, the changes Requested Enhancement will not be developed by EVERTEC and this Master Agreement will continue in full force in effect under the then current terms and conditions; provided, howeverand COMPANY, BPPR, and their respective Subsidiaries shall, notwithstanding anything to the contrary contained in this Master Agreement, COMPANY, BPPR, and their respective Subsidiaries may, Agreement but subject to the terms and conditions of the Technology Agreement, have be permitted to develop such changes developed Requested Enhancement themselves or engage a Third Party, in each case at no cost or expense to EVERTEC. Following the completion of such development, EVERTEC shall, if requested by another contractor of COMPANY, COMPANY or BPPR, or one cooperate in good faith and otherwise use its Best Efforts to implement the Requested Enhancement at the then present rates in Exhibit B. If implementation of their respective Subsidiaries. In cooperation the Requested Enhancement results in a material increase in costs to EVERTEC as opposed to the provision of the applicable Service without such Requested Enhancement, (i) EVERTEC will provide COMPANY and BPPR with a reasonably detailed explanation of the incremental costs for implementing and operating such contractorRequested Enhancement and (ii) any adjustments to the fees necessary to address such incremental costs shall be agreed among the parties in good faith. (c) Without limiting the terms in Sections 2.7(a) and (b), if EVERTEC intends to replace any product used to provide the Services under this Master Agreement with an alternate product, EVERTEC will implement provide COMPANY and BPPR with at least 180 days’ notice of the developed changes into the Servicesreplacement.

Modifications to Services. a) Subject to Section 8.2, EVERTEC reserves the right to change, modify, enhance or upgrade the manner in which it renders the Services, at any time, provided, however, that any change, modification, enhancement or upgrade does not adversely affect the functionality of the Services, the fees for such Service and/or the agreed upon Service Levels, as applicable, and provided that (i) EVERTEC provides written notice of such modification to COMPANY and BPPR at least forty-five (45) days prior to implementation of any such change, modification, enhancement or upgrade, (ii) such notice describes in reasonable detail the change, modification, enhancement or upgrade to be made by such modification and EVERTEC promptly answers any reasonable inquiries of COMPANY, BPPR, or one of their respective Subsidiaries regarding such change, modification, enhancement or upgrade and (iii) neither COMPANY nor BPPR delivers a written notice to EVERTEC prior to such implementation that it reasonably believes that such change, modification, enhancement or upgrade would be likely to adversely affect its or one of its Subsidiaries’ compliance with applicable Legal Requirements. b) Any change, modification, enhancement or upgrade requested or required by COMPANY or BPPR that is not a Mandatory Enhancement or a Supplemental Mandatory Enhancement (a “Requested Enhancement”) will require written notice to EVERTEC. Upon receipt of such notice, EVERTEC will exercise Best Efforts to prepare and present to COMPANY or BPPR, BPPR as soon as possible, a written estimate of the costs for the Requested Enhancement and any adjustment in fees that may be necessary as a result thereof. EVERTEC’s Best Efforts will take into consideration the business needs of COMPANY, BPPR, and their respective Subsidiaries and any timeframes for implementation related thereto. The parties will have a period of thirty (30) days following the receipt of the estimate to negotiate in good faith any costs and/or price adjustments. Should the parties be unable to arrive at mutually agreed upon costs and/or price adjustments within such thirty (30) day time period, the changes will not be developed by EVERTEC and this Master Agreement will continue in full force in effect under the then current terms and conditions; provided, however, notwithstanding anything to the contrary contained in this Master Agreement, COMPANY, BPPR, and their respective Subsidiaries may, subject to the terms and conditions of the Technology Agreement, have such changes developed by another contractor of COMPANY, BPPR, or one of their respective Subsidiaries. In cooperation with such contractor, EVERTEC will implement the developed changes into the Services.