Leping

Managed Services Membership Agreement CONTRACT CHANGE NOTICE 001/2025 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 Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 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 1 st January 2026, 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 specific Changes to the Managed Services Membership Agreement. 1.2 Paragraph 3 below sets out specific Changes to Schedule 1 of the Agreement. 1. 3 Paragraph 4 below sets out specific Changes to Schedule 2 of the Agreement. 1.4 Paragraph 5 below sets out specific Changes to Schedule 3 of the Agreement. 1. 5 The intent of these Changes is to enhance the specificity and clarity of the initial and foundational Services provided within Schedule 1 of the Agreement, thereby establishing a more detailed delineation between those elements included within the scope of such Services and those expressly designated as "Out of Scope," and by introducing some additional operational controls within Schedules 2 and 3. These controls include: (a) establishing a maximum annual limit on included Support Hours (the "Support Cap"); (b) effecting a corresponding increase to the Annual Fee; and (c) introducing a new Frequent Release Fee to cover the costs associated with an additional service to allow more than two releases per annum. 1.6 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 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2. MANAGED SERVICES MEMBERSHIP AGREEMENT CHANGES 2.1 Clause 1.1: DEFINITION Description of Change Addition of a new definition to describe the meaning of "Additional Services": "Additional Services" means those Services (if any) provided by the Service Provider that are not included within the scope of the Services as defined in Clause 1 of Schedule 1: Service Definition, the provision of which shall be subject to a separate written agreement and additional fees and set out in Clause 2 of Schedule 1: Service Definition; Reason for Change To allow Members to be able to request services that are not included within the scope or that exceed any scope limitations as set out in Schedule 1. Effect on other Agreement provisions 1. Schedule 1 - Entire replacement of Schedule (See Appendix A) 2. Schedule 1 Clause 1 - Inclusion of specific detail as to the Scope of each Core Service and any limitations. 3. Schedule 1 Clause 2 - Inclusion of detail to describe any mutually agreed Additional Services and charges as required. 4. Schedule 3 Clause 1.1(d) - Addition of charges for agreed Additional Services. 2.2 Clause 1.1: DEFINITION Description of Change Addition of a new definition to describe the meaning of "Core Services": "Core Services" means those fundamental services and deliverables of the Services that are explicitly detailed and specified as such within Clause 1 of Schedule 1: Service Definition, forming the primary scope of the Service Provider's obligations under this Agreement; Reason for Change To differentiate between those services included within the Core offering and those Additional Services as detailed in change 2.1 above Effect on other Agreement provisions 1. Schedule 1 - Entire replacement of Schedule (See Appendix A) 2. Schedule 1 Clause 1 - Inclusion of specific detail as to the Scope of each Core Service and any limitations. Page 3 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2.3 Clause I. I: DEFINITION Description of Change Addition of a new definition to describe the meaning of "Frequent Release Fee": "Frequent Release Fee" means the fixed additional fees payable to the Service Provider by the Member in consideration for the costs to produce more than two releases a year up to a maximum of one release a month; Reason for Change To enable an additional charge to be levied for those Members wishing to produce more that 2 releases per year as defined within the Core Services. Effect on other Agreement provisions 1. Schedule 3 Clause 1. l(c) -Addition of charges for agreed Frequent Releases. 2 .4 Clause 1.1 : DEFINITION Description of Change Update to rename the "Managed Service Sub-Group" to "Managed Services User Group" Reason for Change To reflect the change in title for this group. Effect on other Agreement provisions None Page 4 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2.5 Clause 1.1: DEFINITION Description of Change Update to the definition of "Product" from "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. To "Product" means a specific configuration of a Member's resources, including but not limited to SNOMED CT content, documents, or other deliverables, that is provided to consumers. Each Product will have multiple Release Packages published over time, which take on the form of a single SNOMED CT extension or edition, but their specific configuration can allow them to contain multiple deliverables Reason for Change To align this definition with that used across the Organisation and other official SNOMED documentation. Effect on other Agreement provisions 1. Schedule 1 Clause 1.2 - Definition used in the Scope and limitations of the SNOMEDCT Content Release and Validation Service Page 5 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2.6 Clause 1.1: DEFINITION Description of Change Addition of a new definition to describe the meaning of "Release Package": "Release Package" means a collection of one or more new or changed Products that are built, tested, and deployed together. Each Release Package is published only once, representing a specific, authoritative version of a Product or Products denoted by its effective time and published within a defined delivery schedule. A Release Package may constitute a complete SNOMED CT edition or a supplementary extension module that references other SNOMED CT Products; Reason for Change To ensure clarity of the differences between Product and Release Package deliverables produces as part of the Core Service Effect on other Agreement provisions 1. Schedule 1 Clause 1.2 - Definition used in the Scope and limitations of the SNOMEDCT Content Release and Validation Service 2.7 Clause 1.1: DEFINITION Description of Change Update to change "Member Fees" to "Service Charges" Reason for Change To avoid confusion with a similar term used to describe the Annual Membership Fee paid to be a Member of SNOMED International Effect on other Agreement provisions None Page 6 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2.8 Clause 1.1: DEFINITION Description of Change Addition of a new definition to describe the meaning of "Service Hours": "Service Hours" Means the period between 08:30 Hrs and 17:00 Hrs on a Business Day (GMT/BST) Reason for Change This was loosely termed within Schedule 2 and needed to be clearly defined as a definition within the MSA to avoid any ambiguity. Effect on other Agreement provisions 1. Schedule 2 Clause 1.1 - Added to denote the availability of the SNOMED Service Desk 2. Schedule 2 Clause 2.2 - Used to describe how Service Hours affects the calculation of Support Hours. 2. 9 Clause 2: THE SERVICES Description of Change Addition of Clause 2.2: Throughout the term of this agreement, the Service Provider or its designated development partners may develop and deploy additional functionalities to the Services beyond those explicitly specified within Schedule 1: Service Definition. These enhancements shall be made available to the Member at scheduled intervals. Furthermore, certain functionalities may be withheld pending a period of testing by SNOMED International prior to release, with the duration of such testing dependent upon the scope and complexity of the functionality. Reason for Change To make clear that Schedule 1 is subject to change and that changes or enhancements to Core Services may or may not be made available as part of that Core Service Effect on other Agreement provisions 1. Schedule 1 - Updates and changes to this schedule which will be regularly updated. Page 7 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2.10 Clause 2: THE SERVICES Description of Change Addition of Clause 2.3: Services explicitly identified as 'Out of Scope' may, at the sole discretion of the Service Provider, be made available for an additional fee. Any such provision shall be assessed on a case-by-case basis and, if agreed, shall be formally documented and incorporated into Clause 2 of Schedule 1: Service Definition as Additional Services. Reason for Change To allow for Members to access or request Services that may be defined as Out Of Scope which may be subject to an Additional Fee Effect on other Agreement provisions 1. Schedule 1 - Updates and changes to this schedule which will be regularly updated. 2. Schedule 3 - Additional charges may be added as required. 2.11 Clause 2: THE SERVICES Description of Change Addition of Clause 2.4: Any services or deliverables not explicitly detailed within Schedule 1: Service Definition shall be considered out of scope unless subsequently agreed upon in writing by both parties through a formal change process. This process will detail the scope, cost, and schedule implications of the residual scope item and detailed under Clause 2 of Schedule 1: Service Definition as Additional Services Reason for Change To proactively mitigate the risk of "scope creep" and to ensure clear boundaries of the Service Provider's obligations. This clause ensures that all parties follow a mandatory change control process for any item not explicitly detailed in Schedule 1 Effect on other Agreement provisions 1. Schedule 1 - Updates and changes to this schedule which will be regularly updated. 2. Schedule 3 - Additional charges may be added as required. Page 8 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 2.12 Clause 5.1: INTELLECTUAL PROPERTY RIGHTS Description of Change Change "Managed Service Authority Platform and the Reference Set Management and Translation Platform" to "Managed Service Tooling Platforms" Reason for Change To allow this clause to encompass all Managed Service Tooling and not those specified. Effect on other Agreement provisions None Page 9 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 3. SCHEDULE 1 CHANGE 3.1 CORE SERVICES SCOPE Description of Change This CCN implements a complete replacement of the existing Schedule 1 of the Agreement, which outlines the Service Definition. The new Schedule is attached as Appendix A to this CCN and entirely supersedes the previous version. Reason for Change The replacement is necessary to enhance the clarity, specificity, and detail of the foundational Services and Deliverables, and to establish clear delineation between In-Scope and Out-of-Scope elements. Effect on other Agreement provisions 1. Schedule 2 - Changes to define the difference between Service Hours and Support Hours. This also impacts the Support obligations detailed within clause 2. l(a) with the addition of a Support Hours Cap. 4. SCHEDULE 2 CHANGES 4.1 Clause 1. 1 SERVICE DESK AVAILABILITY Description of Change Insertion of new clause: The Service Provider shall operate a service desk available for the initial logging of Incidents and Service Requests during the Service Hours. Members may log issues via the online portal or email outside of Service Hours; however, such issues will only be acknowledged and assigned a Priority upon the commencement of the next Service Hour. Reason for Change To clarify the availability of the Service desk within the prescribed Service Hours Effect on other Agreement provisions 1. Master Services Agreement Clause 1.1 - Addition of Service Hours definition Page 10 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 4.2 Clause 2 SUPPORT HOURS Description of Change Insertion of new clause 2.1: Support Hour Cap (a) The Service Provider's obligation to deliver support services is limited to a maximum allowance of 150 (one hundred and fifty) hours annually (the Support Cap). The annual fee includes all support provided up to this Support Cap. (b) The Service Provider shall track all time spent against this Support Cap and shall provide the Customer with monthly reporting on the total hours utilized. (c) Excluded Activities. For the avoidance of doubt, the calculation of time against the Support Cap shall exclude the following activities: (i) Time spent by the Service Provider in the operation of the Service Management function, including, but not limited to, the preparation for and attendance at Service Review Meetings, performance reporting, and administration; and (ii) Time dedicated to the investigation, diagnosis, and resolution of Major Incidents, system-wide bugs, or Service failures affecting multiple Members, provided that such Major Incident, bug, or failure was not caused by the Member's actions, configuration, or misuse of the Service (iii) Time required by the Service Provider to produce and publish the Release Package at the agreed frequency. ( d) Should the Customer require support hours in excess of the Support Cap, the Service Provider shall notify the Customer, and such excess hours will be classed as Additional Services and may be subject to an additional fee. Reason for Change To describe the new Support Hour Cap Effect on other Agreement provisions None Page 11 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 4.3 Clause 2 SUPPORT HOURS Description of Change Insertion of new clause 2.2: Calculation of Support Hours (a) All service level response and resolution times, as detailed in Schedule 2 (Service Level Agreement), shall be measured exclusively in Service Hours, unless otherwise explicitly stated in Schedule 2. Time elapsed outside of Service Hours shall be excluded from the calculation of the time taken to meet any service level commitment for response or resolution. Reason for Change To describe how the Support Hours are calculated Effect on other Agreement provisions None Page 12 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia 5. SCHEDULE 3 CHANGES 5.1 Clause 1.1 SERVICE CHARGES Description of Change Update to clause 1.l(b) changing Annual Fee from US$20,000 to US$30,000 Reason for Change To denote the increase to the Annual Fee Effect on other Agreement provisions None 5.2 Clause 1.1 SERVICE CHARGES Description of Change Insertion of supplementary clause 1.l(c) to allow inclusion of Frequent Release Fee if applicable Reason for Change To allow the addition of the $5,000 Fee if a Member wishes to release more than 2 times per year Effect on other Agreement provisions None 5. 3 Clause 1.2 SERVICE CHARGES Description of Change Update the wording to allow charging of the new Frequent Release Fee Reason for Change To allow the insertion of the new Frequent Release Fee Effect on other Agreement provisions None Page 13 of 14 Managed Services Membership Agreement Contract Change Notice - 001/2025 Version 1.0 - Health and Welfare Information Systems Centre, Estonia For and on behalf of the SERVICE Name: PROVIDER: Don Sweete International Health Terminology Standards Development Organisation Position: Chief Executive Officer Date: 5 February 2026 For and on behalf of the MEMBER: Name: Health and Welfare Information Systems Centre, Estonia MargusArm Position: Director Date: Page 14 of 14