Professional Documents
Culture Documents
Month: November
Year: 2021
Sub-Vendor Name: Apptricus
Sub-Vendor OR Secondary Supplier: Sub-Vendor
TEKsystems Inc. OR TEKsystems Global Services LLC: TEKsystems Global Services LLC
TEKsystems OR TGS: TGS
ADDENDUM TO
Sub-VendorAGREEMENT
This Addendum is made this 4 day of November , 2021 by and between Apptricus (“Sub-Vendor”), and
TEKsystems Global Services LLC (“TGS”):
(1) In consideration of the mutual promises and subject to the terms and conditions as set forth herein this
addendum specifically incorporates by reference the Sub-VendorAgreement (the “Agreement”), by and between
Sub-Vendor and TGS and makes the Agreement a part of this Addendum. If there is any conflict between the
Addendum and the Agreement, the Addendum will control.
(2) This Addendum specifically includes the following flow-down provisions from the services agreement
(“Services Agreement”) between TGS’ Customer, T. Rowe Price, (“Customer”) and TGS executed October 21,
2013 which is applicable to the services being provided by Sub-Vendor pursuant to the Agreement:
Background screening(s):
Prior to assigning an employee to T. Rowe Price, TGS shall conduct the following screening(s) for each Sub-Vendor
employee assigned:
Background Screening:
VENDOR Personnel.
Sub-Vendor shall ensure that each Consultant assigned by Sub-Vendor to provide Services under a SOW, if so
directed by T. ROWE PRICE, shall comply with all applicable policies and requirements contained in the Code and
any changes made to the Code immediately upon T. ROWE PRICE providing Consultant notice (with a copy of
such notice to be provided to Sub-Vendor) of such change via Consultants @troweprice.com email address.
The obligations under this Section 7 do not apply to any Confidential Information which: (i) is legally in Sub-
Vendor's possession at the time of disclosure; (ii) is or becomes part of the public knowledge, not as a result of any
action or inaction of Sub-Vendor; (iii) is approved for release by written authorization of T. ROWE PRICE; (iv) is
independently developed by Sub-Vendor without access to T. ROWE PRICE's Confidential Information; (v) is
received from a third party who is legally in possession of such Confidential Information and has the authority to
disclose it; or (vi) is the subject of a judicial or regulatory order, request, process or investigation, provided that Sub-
Vendor provides immediate written notice of any such order, request, process or investigation, as permitted, to T.
ROWE PRICE and cooperates with T. ROWE PRICE in any legal challenge to such order, request, process or
investigation.
Sub-Vendor represents and warrants that it has implemented and will maintain during the term of this Agreement
appropriate technical, organizational and security measures and practices that are designed to: (i) ensure the security
and confidentiality of the Confidential Information; (ii) protect against any anticipated threats or hazards to the
security or integrity of the Confidential Information; and (iii) protect against unauthorized access, use, modification,
disclosure or destruction of the Confidential Information.
Sub-Vendor shall: (i) promptly report to T. ROWE PRICE any misappropriation, or unauthorized use or disclosure
of any Confidential Information that violates the terms of this Agreement; (ii) mitigate, to the extent practicable, any
harmful effects of such violation that is known to Sub-Vendor or its agents or subcontractors (if any); and (iii)
cooperate with T. ROWE PRICE in providing any notices which T. ROWE PRICE deems reasonably appropriate.
This Addendum and the Agreement, and related exhibits thereto, constitute the entire agreements and
understandings between the parties, which supersede all prior or concurrent proposals and understandings, whether
oral or written, and all other communications between the parties relating to its subject matter. This Addendum shall
be effective upon your electronic consent to be bound by the aforementioned terms and conditions.
By By
(Signature) (Signature)
(Title) (Title)
(Date) (Date)