1947_12.DOC

Amendment #1 To Contract 15-88343-601 Interactive Voice Response (IVR) Solution

BETWEEN

THE STATE OF WISCONSIN

DEPARTMENT OF ADMINISTRATION

AND

Centurion, Incorporated This Amendment is between the Department of Administration, acting on behalf of the State of Wisconsin (“State”) and Centurion, Incorporated (“Contractor”).

The Parties agree that this Amendment embodies the entire amended agreement between the State and Contractor, whether expressed or implied, written or oral. No additional changes or modifications of any other pricing elements, terms or conditions to the existing Contract are valid. The amended Contract as contained herein includes the following:

· Post-Warranty Maintenance and Support Agreement Options for Version 7 and Version 8 Software.

· Post-Warranty Non-Contract Time and Materials clarification for all IVRs purchased from Contractor.

· Response time clarification for all IVRs purchased from Contractor.

· Confidential, Proprietary and Personally Identifiable Information statement.

Contractor agrees that users of the Contract, including State Agencies and Authorized Users, shall immediately receive the benefits of this Amendment following the final authorized signature on this Amendment.

IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Amendment with full knowledge of this Amendment and agreement with the terms and conditions of the Contract.

STATE OF WISCONSIN

Centurion, Incorporated

DEPARTMENT OF ADMINISTRATION

BY:

BY: ________________________________

Name: Michael L. Morgan Name: _____________________________ TITLE: Secretary of Administration

TITLE:______________________________

DATE:

________________________________ DATE: ______________________________

Post-Warranty Maintenance and Support Agreement Options for Version 7 and Version 8 Software

· Post-Warranty Maintenance and Support Agreement Options shall be available for optional purchase by the State for all IVR systems purchased by the State from the Contractor provided the IVR meets the minimum requirement of operating on either Version 7 or Version 8 software. Post-Warranty Maintenance and Support Agreement Options for Version 7 or Version 8 software shall be available only through July 31, 2009. Maintenance and Support Agreement pricing in the Contract shall apply.

Post-Warranty Non-Contract Time and Materials Clarification for All IVRS Purchased From Contractor

· In lieu of a Post-Warranty Maintenance and Support Agreement the Post-Warranty Non-Contract Time and Materials (T&M) for Hardware and Software Issues pricing, contained in the Contract, shall be applicable for all IVR systems purchased by the State from the Contractor.

Response Time Clarification

· Whether the State purchases an optional Post-Warranty Maintenance and Support Agreement or if the State opts to utilize Post-Warranty Non-Contract Time and Materials (T&M) for Hardware and Software Issues, Contractor shall adhere to the Post Warranty Non-Contract Time and Materials (T&M) Response Time, as defined within the Contract, when responding to a reported System Down, Major Failure and/or Minor Failure.

Confidential, Proprietary, and Personally Identifiable Information

· In connection with the performance of work required by Contract 15-88343-601, it may be necessary for the State to disclose to the Contractor certain information that is considered to be confidential, proprietary, or containing personally identifiable information. For a period of three (3) years from the date of this Contract’s termination, the Contractor shall maintain the confidentiality of all such information that is clearly identified as confidential, proprietary, or that contains personally identifiable information at the time of first disclosure to the Contractor, by using the same degree of care that the Contractor takes to hold in confidence its own proprietary information of a similar nature. However, except as to personally identifiable information the Contractor shall not be required to keep confidential any information which is or becomes publicly available without fault on the part of Contractor, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties. Contractor shall require all of its employees, agents and representatives assigned to work on this Contract to read and sign a non-disclosure statement protecting the State’s confidential, proprietary, and personally identifiable information. The Contractor shall be responsible for any breach of this provision by any of its employees, agents and representatives.