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Managed Services Membership Agreement CONTRACT CHANGE NOTICE 001/2023 SNOMED International Registered in England and Wales ⬧ Company Registration Number 9915820 Reg. address: One Kingdom Street ⬧ Paddington Central ⬧ London W2 6BD ⬧ United Kingdom Tel: +44 (0) 203 755 0974 ⬧ [email protected] ⬧ www.snomed.org SNOMED International is the trading name of the International Health Terminology Standards Development Organisation, a private company limited by guarantee Managed Services MSA Contract Change Notice – 001/2023 Version 1.0 (FINAL) WHEREAS the SERVICE PROVIDER entered into the Members Managed Services Agreement (the “Agreement”), the SERVICE PROVIDER and the MEMBER now wish to amend the Agreement as follows: IT IS AGREED that: With effect from 1st January 2024, The Agreement shall be amended in accordance with this Contract Change Notice. Save as herein amended, all other terms and conditions of the Agreement shall remain in full force and effect. All capitalised terms in this Change Control Notice are, unless the context otherwise admits, as defined in the Agreement. 1. INTRODUCTION 1.1 Paragraph 2 below sets out certain Changes to the Agreement. 1.2 Paragraph 3 below sets out certain Changes to Schedule 1 of the Agreement. 1.3 The objective of these Changes is to update the Agreement to permit the use of more frequent releases and clarify the meaning of certain existing clauses. 1.4 These Changes do not affect any of the other obligations that exist between the SERVICE PROVIDER and the MEMBER under the Agreement. Page 2 of 6 Managed Services MSA Contract Change Notice – 001/2023 Version 1.0 (FINAL) 2. CONTRACT CHANGE 2.1 Clause 1.1: DEFINITION Description of Change New definition to be added as follows: “Product” means a set of releasable components to be used for a specific purpose, that can be provided to consumers in an agreed format at a defined frequency. These can include SNOMED CT content, documents and other files composed of one or more specified modules. These are released in a release package that form a single SNOMED CT Extension or Edition. Reason for Change To define the use of Product in the changes made in Paragraph 3 below. Effect on other Agreement provisions Schedule 1. 2.2 Clause 3.2: DURATION Description of Change The existing clause to be replaced with: Unless otherwise agreed in writing the Agreement on the then-existing terms and conditions will renew on an annual basis until terminated in accordance with clause 12:TERMINATION Reason for Change To allow the Services to be automatically renewed unless specifically terminated or renewed for another fixed Agreement Term by the Member Effect on other Agreement provisions None Page 3 of 6 Managed Services MSA Contract Change Notice – 001/2023 Version 1.0 (FINAL) 2.3 Clause 12: TERMINATION Description of Change A new clause to be added as 12.5: This Agreement will be immediately terminated if the Member terminates their membership of SNOMED International. Reason for Change The ability to use the Members Managed Service is dependent on the Member being a full member of SNOMED International. The inclusion of this clause is to clarify that the Member will not be able to continue using the Services if they terminate their membership of SNOMED International. Effect on other Agreement provisions None Page 4 of 6 Managed Services MSA Contract Change Notice – 001/2023 Version 1.0 (FINAL) 3. SCHEDULE CHANGE 3.1 Table 1.1(b) Frequency of Releases Description of Change The existing description in the table to be replaced with: This Service allows the Member the ability to request releases of a single Product containing their national extension or edition, including QA and packaging, at an agreed frequency not exceeding once per calendar month. At the Service Providers discretion, country specific QA rules may be used in addition to the standard SNOMED International QA rules during the release process. All national extensions or editions will be published on the SNOMED International Members Licensing and Distribution Service (MLDS) and/or the SNOMED International browser as part of this service, if requested. Reason for Change The Services are now expanded to allow the Member to release more frequently than the previous frequency of 2 releases per annum. The Member may now request a release up to and including one release per month. This is constrained to a single Product as defined in section 2.1 above. Effect on other Agreement provisions None 3.2 Table 1.1(b) Product Restrictions Description of Change A new paragraph to be added to the description in the table: Release of more than one Product can be requested as Additional Services which will incur additional Service Charges equivalent to the current Annual Fee for each Product as per Schedule 3. Reason for Change To make provision for the Member to add additional Products if required due to the constraint added at 3.1. Effect on other Agreement provisions Schedule 3 Page 5 of 6 Managed Services MSA Contract Change Notice – 001/2023 Version 1.0 (FINAL) For and on behalf of the SERVICE Name: PROVIDER: International Health Terminology Standards Development Organisation Position: Date: For and on behalf of the MEMBER: Name: Health and Welfare Information Systems Centre, Estonia Position: Date: Page 6 of 6