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Table of Contents
Part A: Solution Description and ------ Credentials

Executive Summary 5


Our Understanding of Your Goals 5

Our Approach to Meeting Your Goals
1.2.1 Our Business Process Design Approach 6
1.2.2 Our Change Management Approach
1.2.3 ------s Approach to Knowledge Transfer 8
1.2.4 Our Project Control Methodology 9
1.2.5 Quality & Risk Management
How We Will Deliver
1.3.1 ------ Ascendant SAP Implementation Methodology

Part B : Statement of Work






Statement of Work (Implementation Services)




Project Scope
2.1.1 Business Process Scope 18
SAP Functional Scope
2.1.2 Organisational Scope
2.1.3 Technical Infrastructure Scope
2.1.4 Enhancement Scope
Interface Scope
2.1.5 Data Conversion Scope 26
2.1.6 Reports and Forms Scope 27
2.1.7 Training Scope
2.1.8 Test Methodology & Plan 28
2.1.9 Go-Live & Post Go-live support
Project Work Plan and Estimated Timeline 28
2.2.1 Implementation Timeline & Solution Approach
2.2.2 Project Organizational Structure 29
Project Team
------ Responsibilities
2.4.1 Project Management & Project Methodology
2.4.2 Project Preparation30
2.4.3 Blueprint Phase
2.4.4 Perform Realization
2.4.5 Prepare for Production & Go-Live 32
2.4.6 Post Go-Live Support
*****CLIENT*** Responsibilities
2.5.1 *****CLIENT*** Project Manager 33
2.5.2 Recommended Project Staffing for *****CLIENT*** Core team
2.5.3 Preparation of Deliverables
2.5.4 Production Cutover & Go-Live
2.5.5 Other *****CLIENT*** Responsibilities
2.5.6 Laws, Regulations and Statutes 37
2.5.7 Data File Content and Security
2.5.8 Facilities 37
2.5.9 Security
2.5.10 Third-Party Charges
2.5.11 Use of Data



2.5.12 Stay, travel arrangements and work schedule for -----Consultants

2.5.13 Required Consents38
2.5.14 Termination
Deliverable Materials
Project Completion Criteria39
Professional Charges
2.8.1 Project Related Travel Expenses 40
2.8.2 Billing Norms & Payment 40
Key Assumptions 41
2.9.1 General Assumptions
2.9.2 Engagement Administration
2.9.3 SAP & Other Systems
2.9.4 IT Infrastructure
2.9.5 Service Delivery 44
2.9.6 Involvement of 3rd Parties 45



Appendix A: Deliverable Materials Guidelines

Appendix B: Project Procedures 49
Appendix C: Information Security Table of Roles & Responsibilities
Appendix D: Signature Document 57

This document is divided into two parts Part A and Part B.
Part A termed as Solution Description and ------ Credentials comprises of general
information relating to ------, its capabilities and the solution. Part B termed as the
Statement of Work contains accurate description of the scope of work,
assumptions, *****CLIENT*** and ------ responsibilities, list of deliverables and the
associated commercial terms.


Part A is solely for *****CLIENT***s reference and information and is not binding
on either party. Part B is the signature document which shall be binding on both
the parties.



Part A: Solution Description and

------ Credentials


SAP Implementation at *****CLIENT***

1 Executive Summary
------ India Private Limited (------), thanks *****CLIENT*** India Limited (*****CLIENT***), for
providing an opportunity to submit this proposal. We present this proposal as a confirmation of our
commitment to forge a relationship with your organization based on technology innovation, quality
offerings, and delivery excellence. Our wide range of products and services, experience with
customers across the globe, and cost-effective approach will help you meet your business and
technology objectives.
We look forward to the possibility of enabling *****CLIENT*** accomplish its mission of creating an
optimized and efficient platform that will help *****CLIENT*** integrate operations across functions
and processes.
This document is ------s detailed techno-commercial proposal that would aid *****CLIENT*** in
evaluating our proposition and further the partnership between ------ and *****CLIENT*** into a
long term relationship.
------ understands that *****CLIENT*** would be embarking on an engagement of this magnitude
and criticality with the objective of fulfilling its business process requirements & IT needs and by
means of this proposal we are demonstrating our commitment and ability to assist *****CLIENT***
in meeting this business objective.
We firmly believe that ------ is uniquely qualified to be the partner of choice for the following key


Our Understanding of Your Goals

The overall objective of this project is to design and implement SAP as an integrated transaction
processing system for *****CLIENT***, to yield benefits as given below:


Seamless integration of business processes

Efficient supply chain management
Improvisation of inventory management to avoid stock outs and dead stock situations
Enhanced decision support
Transparent & efficient financial reporting.
Scalability for incorporating future growth in all dimensions like geographic spread,
business lines, technological advancements etc..
Flexibility in business processes to be able to respond to external and internal changes,
designed to meet strategic business goals.

Our Approach to Meeting Your Goals

We understand that in order to achieve your business goals the proposed project is much more
than an IT (system) project, therefore we will describe our approaches for change management,
business process implementation and knowledge transfer approach besides basis ERP
implementation approach.
Our approach for implementing SAP at *****CLIENT*** will be based on the following guiding
principles, which will provide direction to the team during the implementation. These guiding

SAP Implementation at *****CLIENT***

principles would be key to find the right balance between the various trade-offs that may need to
be considered during the implementation.

One Team (*****CLIENT***, ------ &
Knowledge transfer is key to
sustained success
Timely and Candid Communication
Define the roles & responsibilities in
the new ERP environment


Leverage SAP functionality for

optimal solution deployment at the
Build solution for information
collaboration, integration and

Enable process and organizational

standards driven by technology
Adopt a best practice solution, but
refine to local need
Set clear sponsorship and decision
making process to enable quick

Focus on Results

Practical and Results oriented

Stress on achieving business
Focus on leveraging knowledge and
rapid implementation

Implementation Guiding Principles

Above mentioned guiding principles have contributed to our proposed approach as described in
this proposal.

1.2.1 Our Business Process Design Approach

------ understands that the Strategic Alignment to Business Process Design & SAP Implementation
is interlinked for the success of the project and implementation. A non-strategic implementation of
SAP at an organization would cover basic processes and would lead to an under-optimized
deployment of the software suite leading to significant missed opportunities for *****CLIENT***.
Therefore, it is imperative that any such project be aligned to the strategic intent of the
Our SAP implementation approach would work towards a value realization objective with the
above maturity levels in mind. The project charter that will be created by the project team during
the project preparation phase would identify key objectives of the engagement based on these
strategic themes so that the project can be driven towards benefits and value realization for
*****CLIENT***. Some illustrative objectives under each theme could be as follows.
Following illustrations are presented to help understand our approach on Business Process

SAP Implementation at *****CLIENT***

1.2.2 Our Change Management Approach

Implementation is about more than technology. The organizational challenges that arise as a
result of the new system and new processes must be addressed to help ensure a successful
business and technical transformation and realization of benefits. A typical large scale systems
and process implementation follows the cycle outlined below:

When undertaking a large-scale transformational project encompassing great complexity and

change of many aspects of the business processes, organizations, culture, measurement
systems, etc. -- a robust and integrated Organizational Change program is key to gaining the

SAP Implementation at *****CLIENT***

acceptance and support needed to sustain lasting change. If appropriate change management is
not performed, the project is put at risk.
By working together and using Organization Change Framework, *****CLIENT*** and ------ will
actively manage change & an effective communication plan in order to:

Build support for the vision of a common platform and harmonisation

Minimise disruption that occurs as a result of the change

Align the organisation to be successful after the implementation

Enable adoption of the new system

Develop new skills across the organization

Help individuals work within the new processes

Facilitate employees to exhibit desired new behaviours

Position *****CLIENT*** to capture desired benefits

1.2.3 ------s Approach to Knowledge Transfer

Knowledge Transfer, the sharing of knowledge and skills (i.e., tools, methods, etc.) in support of
the execution of projects, is an important aspect of any project. True knowledge transfer develops
skills within a client organization so that clients can operate and manage the new business without
assistance from a consultant after the completion of a change initiative. A Knowledge Transfer
program needs to address:

the Knowledge and Skills to be transferred (typically from consultant to client partner)

tracking of the Knowledge Transfer process

mechanisms for transferring Knowledge

Knowledge transfer is a critical aspect of the ------ methodology and has activities woven
throughout the project plan. Recognizing that many project team members will be experiencing an
SAP project for the first time, ------ believes that Knowledge Transfer is vital to enable
*****CLIENT*** to quickly become self-sufficient in executing the new business processes and
practices using SAP.

*****CLIENT*** team members will need to understand how SAP impacts important business
processes in order to effectively design and configure the system
to support Business requirements.

------ consultants and *****CLIENT*** team members will work

side-by-side in using methodologies, tools and accelerators to
transfer the knowledge required to create project deliverables.

Beyond the Project team members, knowledge transfer is

required to ensure that the Project is providing the knowledge,
experience and understanding needed to Business Users so they
may learn and accept their new system, processes and

Benefits of the SAP implementation can be accelerated through a robust Knowledge Transfer
program. ------ has a comprehensive set of program templates for Knowledge Transfer on SAP
engagements, leading to conducting of following trainings:

Project Core team training

End User training

Transition training to selected AMS team for ongoing support.

SAP Implementation at *****CLIENT***

------ will work with *****CLIENT*** to tailor these to the specifics of the engagement.

1.2.4 Our Project Control Methodology

Project Management is the art of balancing quality, risk, scope, and resources to provide project
success and organizational commitment to the client.

------s Project management framework incorporates the necessary components to govern a large
and complex SAP project. We have highlighted below several critical areas for project control: Seven Keys to Project Success

Project Reporting

Issue Management

Quality and Risk Management

------s Seven Keys to Project Success

The Seven Keys to Project Success is our framework for assessing and measuring, managing
and reporting on the health of a project.

SAP Implementation at *****CLIENT***

------s Approach to Project Reporting

As part of our normal status reporting, we regularly assess the status of the project against the
seven keys to success. An example of this status reporting is as follows:

Our tried and tested management reports provide a framework to identify and manage project
issues and risks. Frequency of such report is once in a month along with monthly project status

Issue Management

The potential conflicts that develop during an implementation are defined as "issues" within ------s
Ascendant methodology. Such issues may involve functional, technical or organizational design
impasses, which may have an operational, tactical or strategic impact on the end state. To ensure
that unresolved issues do not slow the progress of the project, ------ employs a structured
procedure to achieve resolution. The Issue Management Procedure was designed to help ensure
that issues, which might impede progress, are addressed and resolved quickly with the input of
the appropriate management teams, committees and/or individuals.


SAP Implementation at *****CLIENT***

1.2.5 Quality & Risk Management

------ has undertaken a global quality initiative to ensure that all systems development and delivery
projects adhere to well-defined policies and procedures. All SOWs and projects must be
conducted according to the Firm-wide Quality and Risk Management standards and policies. Our
global network of Q&RM Partners are given responsibility for the quality of all ------ technology
delivery projects through scheduled and ad hoc reviews of project standards, policies, procedures,
and deliverables. Real-time assessments produce reports that comment on the health of the
system and project and mandate process and product improvements.
We use our Quality and Risk Management (QRM) Framework, based on thousands of
implementations, as a mechanism to provide objective feedback to the project leadership team.
The QRM process consists of a comprehensive risk assessment and action plan that is
periodically reviewed with project leadership. These reviews are typically conducted at formal
project checkpoints. The review team is composed of senior ------ partners who have relevant
industry and application experience and are not directly involved in the program under review.

1.3 How We Will Deliver

------ has developed an SAP implementation methodology based on its vast experience of
implementing SAP across industries and geographies. In this project we intend to use -----standard SAP implementation methodology together with SAP solution manager as a tool to
support project management activities:

1.3.1 ------ Ascendant SAP Implementation Methodology

The AscendantTM SAP Methods use phases, work packages, activities, and tasks to support the
implementation of SAP. Ascendant SAP is one of the most comprehensive method sets ever
developed. It is the solid foundation on which our SAP projects are based. It brings together
project methods from over 50 years of management consulting experience.
There are seven phases in the ------ AscendantTM SAP Method (Implementation).

The Ascendant SAP Method is designed to be scalable and encourage the iterative definition and
refinement of deliverables throughout the project lifecycle. The project lifecycle is composed of
activities that are organized by phase and domain views. These activities represent specific
activities and deliverables (outputs).


SAP Implementation at *****CLIENT***

This method also enhances SAPs standard Accelerated SAP method by including the Evaluation
and Sustain Phases, and by additional material integrated within the other phases.
Phase 0 Evaluation
This is the pre-contracting phase which is already completed.
Phase 1Project Preparation (Project Management, Preparation & Training)

The purpose of this Phase is to provide detailed initial project planning and preparation for the
*****CLIENT*** project. It is at this Phase of the Methodology that detailed planning and scoping is
conducted. This includes planning for the multiple release strategy, required for the global design
and multiple geography implementations.
Although each ERP project has its own unique objectives, scope, and priorities, the steps in the
Project Preparation Phase help identify and plan the primary focus areas. Information acquired
during Evaluation aligns the proposed ERP implementation package with a business case and
results in the following activities/deliverables:

Stakeholder Assessment

Initial Project Scope Defined

Agreed Project SOW

Major milestones achieved during this Phase include:

Detailed Project Scope signed-off by the project sponsors

Detailed project plan including release strategy, business process design standards,
development standards and configuration guidelines

Project Team staffed to support defined scope

Project Strategies complete and signed-off by the project sponsors

Project Kick-Off meeting

Quality Check complete

Phase 2 - Business Blueprint (Design)


SAP Implementation at *****CLIENT***

The purpose of the Business Blueprint or Design Phase is to create a detailed description of
*****CLIENT***s business requirements, define the technical requirements to enable those
business functions, and develop and begin implementing an approach to manage the impacts to
the organization. The methodology supports these tasks with a suite of tools and accelerators.
This Phase also includes the creation of the system technical design, definition of required custom
programming, and the establishment of a development system that is ready for prototyping. Major
milestones achieved during this Phase;

Development Technical environment installed

Business Process Workshops completed

Business Processes Designed and Documented

Interfaces, Conversions, Enhancements, Bolt-ons Defined

Business Design/Blueprint Created and Approved by Project Sponsors

Quality Check complete

Phase 3Realization (Software Configuration/Customization & UAT)

The purpose of this Phase is to configure the system to the specifications of the business and
process requirements documented in Business Design/Blueprint. The main purpose of the
Realization or build Phase is to verify that the system is complete, stable and ready for transfer
into production. This Phase marks a significant shift in the project from designing and building the
solution, toward testing, cutover and go-live. Some of the activities completed in this Phase
include design and development of security, reports, forms, conversions, enhancements;
establishing archiving strategy, establishing quality assurance, design/size of Production systems,
design and development of end user training. The major milestones that must be achieved are:

Baseline Configuration and Confirmation complete


Final Configuration and Confirmation complete

Conversions Programs complete

SAP Implementation at *****CLIENT***

Application Interface Programs complete

Enhancements complete

Bolt-on Configuration and Enablers complete

Reports created

Layout Sets created

System Integration Test complete

Quality Check is complete

End User Training developed

Phase 4Final Preparation (Go-Live Preparations, End User Trainings)

The purpose of this Phase is to validate readiness for go-live, including testing, end user training,
site preparation, system management and cut over activities. This Final Preparation Phase serves
as a last opportunity to resolve crucial open issues. The major milestones that will be achieved
during this Phase include:

Conversions complete

End User Training Delivered

Help Desk established

Technical Environment tested

Final Approval for Go-Live

Phase 5Go Live (Go-Live & Post implementation Support)

The purpose of this Phase is to move from a pre-production environment to a live production
operation. Major milestones include the following:

Final promote to production


SAP Implementation at *****CLIENT***

Processing live transactions

Transfer to support organization

Phase 6Sustain

During this Phase the main activities are to provide a framework to sustain and improve the
performance of the system after go-live and to set up an on-going support organization for end
users. In addition to providing end users a help desk to troubleshoot system issues, a postimplementation training program is implemented to provide refresher and new hire training, as well
as advanced skills training. Typically, Sustain activities include:

Review and follow-up of training

Develop a long term strategy for user support

Systems performance and tuning issues

Conduct upgrades for correction and functional releases

The review and evaluation of systems operations

Document lessons learned

Sustain phase activities are handled by the core team since it happens after the implementation
team has left the project site. These activities happen over a long term horizon and are excluded
from the purview of the implementation project


SAP Implementation at *****CLIENT***

Part B : Statement of Work


SAP Implementation at *****CLIENT***

2 Statement of Work (Implementation Services)

This Statement of Work (SOW) describes the work to be undertaken (Services) by ------ India
Private Limited
under the ------ Terms of Business being number _________ dated
________________, including its applicable attachments/schedules (Agreement) executed
between ***** PRIVATE LIMITED (also known as *****CLIENT***/ Customer) and ------ India
Private Limited (------) and the terms and conditions contained herein. Described within this
SOW is the project, which consists of the Deliverable Materials to be provided by ------, and the
------ responsibilities and related *****CLIENT*** responsibilities to be provided in accordance with
the terms of this SOW.
Changes to this SOW will be processed in accordance with the procedure described in Appendix
B-1 Project Change Control Procedure. The investigation and the implementation of changes
may result in modifications to the Estimated Schedule, Charges, and/or other terms of this SOW
and the Agreement.
The following are incorporated in and made part of this SOW:

Appendix A - Deliverable Materials Guidelines

Appendix B1- Project Change Control Procedure

Appendix B2- Deliverable Materials Acceptance Procedure

Appendix B3- Escalation Procedure

Appendix C - Information Security Table of Roles and Responsibilities

Appendix D - Signature Document

To the extent there is any contradiction, inconsistency or ambiguity between the terms of this
SOW and the Agreement, this SOW will govern. This SOW, its Appendices, and the Agreement
represent the entire agreement between the parties regarding the subject matter and replace any
prior oral or written communications. In entering into this SOW, *****CLIENT*** is not relying upon
any representation made by or on behalf of ------ that is not specified in the Agreement or the
SOW, including, without limitation, the actual or estimated completion date, amount of hours to
provide any of the Services, charges to be paid, or the results of any of the Services to be
provided under this SOW.
Any purchase order or service orders issued subsequent to acceptance of the SOW shall be for
administrative purposes only and any additional or conflicting terms in such purchase order or
service orders shall be void.

2.1 Project Scope

This SOW describes the scope of the project. ------ has developed a SAP scoping model, The 8
Levers of Scope, that provides a framework for defining the scope of SAP Engagements.
In order to accurately estimate the level of effort required to design and develop the solution, a
working knowledge of each driver of scope must be developed.


SAP Implementation at *****CLIENT***


Business Process Scope

SAP solutions shall be Implemented for these broad business processes:
Financial Accounting
Management Accounting
Procurement & Inventory Control
Quality Management
Sales & Distribution


Document Management System

Process Scope

Financial Accounting


Balance Sheet
Profit & Loss Statement
SAP Implementation at *****CLIENT***

General Ledger

Accounts Receivable

Accounts Payable

Debit / Credit note

Inventory Accounting

Procure and Manage Assets including Depreciation

Cash & Bank Accounting & Reconciliation

Closing activities

Tax Handling(CIN) with VAT & Service Tax Reports

Asset Accounting

Management Accounting

Cost Center Accounting

Profit Center Accounting
Over Head allocation to Different Profit center/ projects
Project Profitability reporting

Purchase, Contracts &


Project Planning &


SAP Components

Material Master Maintenance

Service Master Maintenance
Material Info Record Maintenance
Material Source List Maintenance
Vendor Master Maintenance
Material Requirement Generation based on Project
Purchase requisition, Purchase Order , MRN, Bill
Passing Contract Management
Services Management
Service Entry Sheet and Acceptance
Subcontracting Vendor settlement
Vendor Invoice Verification
Goods Receipt
Inventory Management
Import Scenario
PO/WO/ Subcontract Order Direct Creation, Based
on PR , Based on Contract
Documents Attached in PO/WO
Tracking All Material Movements
Physical Inventory Process
Indian Taxation
Create Project Structure , WBS , Network , Activity and
provide Relationship to them
Budgetary Control
Generate Material Requirement
Scheduling and Planning
WBS Cost Estimate
Assign Resources/ Materials/ Documents to Project
Schedule Activities
Actual Cost posting to PS
Confirm Activity
Enter Progress
Create Project Version / Baseline
Close Project
Project Settlement
Project cost analysis


Quality Management

Quality Planning - Inspection planning

Quality Inspection Inspection result recording &

The following
table gives a
top-level list of
proposed for
the Services.
The detailed
using the SAP
presented in

SAP Implementation at *****CLIENT***

Financial Accounting & Cost Management

SAP FI/CO Sub Modules
FI General Ledger
FI Accounts Receivable
FI Accounts Payable
FI Asset Management
FI Banking
FI Tax Accounting
CO Profit Centre Accounting
CO Cost Centre Accounting
CO Profitability Analysis

Procurement and Inbound Logistics

SAP MM Sub Modules
MM Master Data
MM Purchasing
MM Inventory Management
MM External Service Management
MM Physical Inventory
MM Invoice Verification
MM Stock Transfers

Sales and Outbound Logistics

SAP SD Sub Modules
SD Master Data
SD Sales
SD Pricing
SD Billing

Quality Management
SAP QM Sub Modules
QM-Source Inspection
QM Inspection Result Recording
QM In Process Inspection


SAP Implementation at *****CLIENT***

SAP PS Sub Modules
PS Project Structure
PS Budgeting
PS Project Scheduling
PS Project Profitability
PS WIP Analysis


SAP Implementation at *****CLIENT***

Document Management
Document Management System
Document Management would be used for archiving of documents. The attachments will
be manually attached with transactions without any automated work flows.

Solution Manager
Solution Manager Sub Areas
Central Component Monitoring System
Maintenance Optimizer
Early Watch
Change Request Management
Service Desk

Note on Business Process Scope covered above:


Bank Guarantee & LC tracking, interest calculation on working capital would be custom
developed in FI area.

Document attachment would be addressed using DMS.

Cash Flow statement would be custom developed in FI area.

Job costing & WIP analysis will be addressed in SAP PS module.

Employees Advance payment, Imprest amount will be handled in FI and employees to be

created as internal vendors.

Allocation of Manpower (Direct, Indirect cost) costing to projects to be handled in PS &


Physical stock lying at *****CLIENT*** premises but payment has already been made by
customer of *****CLIENT*** scenario would be handled considering advance payment
against Sales Order in SD / FI module.

Component assignment to parent finished material will be handled in Sub con process in
MM module

Tax amount adjustment handling for sales side will be addressed by subsequent adjust
scenarios (subsequent debit/credit)

MPN (Manufacturer Part number) will be handled in procurement of MM module.

SAP Implementation at *****CLIENT***

As part of *****CLIENT*** requirements, as a joint venture entity needs to have its own
profit & loss account & balance sheet, the joint venture scenario will be addressed in SAP
FI module.

On TDS Return- The SAP System will generate an output file. *****CLIENT*** will have to
upload the same.

On VAT & Service Tax Return- ST3 for Service tax can be generated as file from system
for uploading by *****CLIENT***. There is no provision for VAT return from standard
system. It is not recommended to do the VAT return from the system owing to frequent
change of VAT authorities

On Balance Sheet as per revised schedule and as per IFRS and Ind-As- Balance Sheet
as per revised schedule and as per IFRS and Ind-As - Business will provide grouping as
per new Schedule VI. For IFRS and IND-AS, ------ will do the technical enablement. Any
accounting consulting is out of scope.

On Provisional JV This will be managed through manual JV. Further elaboration will be
done during Blueprint Phase

On Prepaid Vouchers This will be done through manual JV. A report will be developed, if
needed which can extract details of all prepaid expenses paid. Subsequently, manual JVs
will be passed by *****CLIENT***.

On Investment Accruing This is not available in SAP FI and is out of scope

Only relevant patches released by SAP which are important from implementation scope
perspective as determined by ------ will be implemented.

The SAP modules mentioned in the SOW covers the standard and critical business
requirements of *****CLIENT***. However, any requirement from *****CLIENT***, which
cannot be covered in the mentioned modules will be covered through Project Change
Request (PCR)

Scope Exclusion


Any area or activity that has not been articulated above or expressly mentioned as part of the
scope of the Services under this SOW.

Organisational Scope
The organizations in the implementation scope are:
Business Entity Scope
Business Entity
**** Private Limited

Business Entity Scope Exclusion


Proposed Scope
In Scope

SAP Implementation at *****CLIENT***

Any other business division/*****CLIENT*** subsidiary not defined in above Business Entity Scope
table is out of scope. Any such new entity can be included in scope through Project Change Control
Procedure given in Appendix B-1

Business Location Scope


Registered Office at 129, Transport Centre,

Panjabi Bagh, Rohtak Road, New Delhi, Delhi
Corporate Office C-11, Rajouri Garden, Ring
Road, New Delhi
Bawana Store Gate No4, Sector 3, C Block,
New lal Qtr Industrial area, Bawana, Delhi

No. of


In Scope

In Scope

In Scope

Project Location
The entire engagement would be centrally executed out of the above Corporate Office New
Delhi as project site office (Central Project Office).


Technical Infrastructure Scope

During the Implementation, the scope of the activities performed by the technical stream can be
broken into the following areas.
System Administration
Typical activities that will be covered during the SAP Implementation are:
1. Setup of the different SAP environments development, sandbox, testing, configuration
and production as per the timeline requirements of the SOW.
2. Setup of the authorizations relevant in the different environments.
3. Ensuring that the requisite level of patches and hot-fixes are downloaded and applied on
the system as required.
4. Backup of the different SAP environments.
5. Database and performance monitoring and escalation to the corresponding agency for
6. Installation & monitoring of Operating System for SAP environment.
------ will provide one BASIS lead consultant during the implementation to conduct the above listed
activities. However, the database administration activities like system tuning, OS level activities,
system back-up execution, restoration etc. is out of the current scope of this SOW. Scope also
does not include archiving of the data. It is assumed that *****CLIENT*** would provide one
system administration resource for the purpose of this SOW.
Under the current scope of this SOW, ------ will not undertake responsibility of guaranteeing the
performance of any of the hardware or network components that are in place at *****CLIENT***.
However, ------ will be willing to provide assistance to *****CLIENT*** where there are bottlenecks
identified and agreed upon.


SAP Implementation at *****CLIENT***

------ will provide an ABAP Team Lead and one ABAP team member for carrying out RICEF related
developments. ------ ABAP Consultant lead will be responsible for maintenance of overall ABAP
quality standards. Though we recommend that the number of ABAP developments be kept to
minimum, certain number of ABAP developments would be required to carry out the SOW.
The total development object scope is as below.

Type of Development

Number of Developments





The complexity is assumed to be low if the development efforts required are up to 3 working days,
the same is medium, if the development efforts required are in the range of 5-8 working days and
the complexity is assumed to be high, if the development efforts required are more than 8 working
Note 1:
Conversions are assumed to be addressed through LSMWs and no ABAP developments have
been envisaged for them. It is assumed that *****CLIENT*** would provide 3-4 ABAP resources
for the purpose of this SOW. ------ would impact training to fine tune the skill-set of such resources.
Each workflow development requires multiple objects to be developed ( for e.g. approval,
rejection, cancellation, partial approval etc. ). Each such object has been considered separately in
the table above. MII effort comprises dashboards & alerts ( as is articulated in the section for
Process Scope ). Equivalent development effort, for such reports (6-8 queries) required for the
alerts/dashboards have also been included in the table above.
During project execution, the actual extent of the ABAP components would be ascertained &
compared with the table above accordingly, any additional components, if required, would be
arrived at by consensus additional effort required would be subjected to project change control
procedure as outlined in Appendix B-1.
The following activities will be in scope of the development work:
1. Understanding Functional Requirements.
2. Establishing development conventions and procedures for acceptance.
3. Developing the ABAP programs specific for *****CLIENT***.


Enhancement Scope
We propose that the base SAP functionality be leveraged to the maximum extent and the good
practices captured in the software be used as far as possible. This will have two advantages:
1. Implementation can be achieved relatively quickly.
2. Further fine-tuning or modifications required can be implemented without too much


SAP Implementation at *****CLIENT***

If there are any business critical requirements that are not handled by the standard software,
these will be considered on a case-by-case basis and Implementation will be initiated after going
through Project Change Control Procedure outlined in Appendix B-1.
The Enhancement Scope has been articulated in section 2.1.3 above. No source code changes
shall be done in SAP system.

Interface Scope
No interfaces have been considered as part of the scope of work under this SOW.

Project Scope Assumptions:

Any changes to 3rd party / legacy systems will be the responsibility of *****CLIENT***.

All development on the legacy system required to enable the interface will be done by
*****CLIENT*** team and will be *****CLIENT***s responsibility.

*****CLIENT*** will provide required DEV/QA access to legacy system for any development &
testing of the interfaces.

Note : ------ would provide the data templates for uploading master data ( for e.g. for Project / WBS
elements ) into SAP system. The templates are required to be filled by *****CLIENT*** team after
cleaning data from MS-Project / Primavera / Legacy system ( for e.g. ). The same would then be
uploaded into SAP ECC system.


Data Conversion Scope

We understand that the process of data conversion needs to be planned and managed by the
------ team. However, the actual process of data cleaning and conversion needs to be carried out
by the *****CLIENT*** team. Cleared items and historical data are not expected to be converted
into the SAP system. *****CLIENT*** will be responsible for ensuring that proper records of
legacy transactions are kept for legal requirements.
Data conversion will be carried out using the standard SAP data conversion tool. It is assumed
that there will be very little, or no, requirement for the development of custom data conversion
The following is the broad division of responsibilities for the data conversion effort in the




Data conversion strategy definition and approach

Identification of Conversion Objects and the data formats for SAP
Develop and test data download programs from legacy systems in the
specified required format
Data Cleansing, Collection and formatting as per SAP format
Development of templates as required by SAP


Entry of missing information and data validation



SAP Implementation at *****CLIENT***



Development of upload programs and Upload of data into SAPProduction

Data Validation / Revalidation if required / Signoff


The detail data conversion scope will be worked out during the business blue print phase.
Dependent on the volume of data to be uploaded, a decision will be taken as to the upload
method. In some cases, this may mean that data will be manually entered into SAP by
*****CLIENT*** resources with the help of ------ where necessary.
The scope of data conversion is limited to specification, cleansing and conversion of master data,
opening balances and open items. No historical data would be uploaded only opening balances
would be considered for data conversion.


Reports and Forms Scope

Standard reports and forms will be used (wherever applicable) and if required specific reports and
forms will be developed to meet statutory requirements.
However, the total ABAP work is capped at 8 man months (including post go live support)


Training Scope
Given our understanding of *****CLIENT***s needs in regards to this Implementation, we would
like to offer *****CLIENT*** the following solution for developing and delivering the associated
learning program. This learning program will include:

Development of a training curriculum/plan ------ will be primarily responsible for this task
Design and development of appropriate training courses and supporting materials/training
manuals ------ would provide *****CLIENT*** with the training templates. The training
material would be prepared by *****CLIENT*** core team and supervised by -----consultants.
Delivery of end user training : this would be the responsibility of *****CLIENT*** core team
As Train the Trainer concept ------ will conduct one batch of *****CLIENT*** core team for
each module in scope. This training would be relevant to SAP Implementation at
*****CLIENT***. Training will be conducted at the Central Project Office as per following
indicative schedule:


Estimated Training Duration

(maximum days)

Estimated Max. no. of




The medium of instruction will be English for this training. *****CLIENT*** will be responsible
for arranging infrastructure for the same.

One Senior Management Training workshop planned (1 day duration) at Delhi.

SAP Implementation at *****CLIENT***

The implementation would include 2 days of formal product training to the core implementation
team at the beginning of the implementation (Project Preparation phase). The training would
cover the important features of the SAP product suite and key functionality relevant to the
implementation. This will be limited to one batch of core team members per course.

For the Technical Teams- Basis and ABAP from *****CLIENT***, ------ would provide 5 days of

Training would be conducted at the Central Project Office at Delhi.


Test Methodology & Plan

*****CLIENT*** will test all scenarios, enhancements, developments and business processes. The
testing shall be carried out as recommended in Ascendant methodology which includes a
thorough system testing methodology made up of several components, described below:

System Integration Testing ensures that all the appropriate transactions, business
processes, policies, procedures, controls and systems are integrated and performing as
expected. Core team of *****CLIENT*** would conduct this testing so that they can ensure the
business is supported.

User Acceptance Testing this ensures that the business solution mapped is in line with the
design inputs as frozen at the end of blueprint phase. UAT is the responsibility of
*****CLIENT*** team. The testing would be facilitated by ------ consultants.


Security Testing ensures that the user profiles created for the SAP production environment
provide the correct authorization for users. This testing will ensure that profiles allow or
disallow processing as defined by the process and change management teams. Additionally,
the profiles will be tested for appropriate segregation of duties. This testing would be carried
out along with UAT above.

Go-Live & Post Go-live support

ECC would go live at the end of 6th month of the Services. A one month of post go-live support
(also referred to as hypercare support) has been assumed after go live followed by one
additional month of hypercare support. In this additional month of hypercare support, only SAP PS
and SAP MM would be supported.
All the activities, implementation and support / stabilization will be from Delhi Central Project
Office. If a local site support is required, *****CLIENT*** core team members will undertake this
responsibility with the help of ------ consultant from the Central Project Office at Delhi.


Project Work Plan and Estimated Timeline

The Services in this SOW are estimated to be performed in a period of up to 7 months (including
one month of post go live support) from the agreed upon start date. This will be followed by a
month of additional post go live support where only SAP PS and SAP MM would be supported.
The high level plan is presented herewith. ------ will require 8-12 weeks lead time from the date of
award of contract, to start the Services.


SAP Implementation at *****CLIENT***


Implementation Timeline & Solution Approach

The Phase wise high-level project Implementation plan with key activities is plotted below:
Solution Approach
The Services would go-live at the end of the 6 th month of the Services. One month of hypercare
support has been assumed post go-live followed by a month of additional hypercare support
where only SAP PS and SAP MM would be supported. .


Project Organizational Structure

We have developed a customized Project Governance Model for the Services to address
*****CLIENT***s unique organizational, business and cultural needs, built on a governance
approach for an ERP implementation. The model defines various responsibilities by role as
explained below the structural representation.
The governance and management structures suggested draws upon the experience and talents of
resources of both parties, to achieve our mutual objectives including the following:
1. Provide the project leaders with control over all project related work (scope, schedule,
budget, quality, etc.).
2. Ensure business and IT representation in the project and guarantee the necessary
business unit representation on the Steering Committee.
3. Provide for regular communication between ------ and *****CLIENT***, supported by a
formal quality review.
4. Deploy a simple yet extensive structure to facilitate communication and decision-making
without adding undue organizational burdens.
5. Create a high-performing organization composed of *****CLIENT*** and ------ personnel.
6. Operate on strategic, functional, and operational levels that are aligned with
*****CLIENT*** businesses and their needs.
7. Focus continuously on achieving our commitments and benefits of the relationship to meet
*****CLIENT*** expectations.
The organizational alignment between *****CLIENT*** and ------ is structured in a manner that
allows each stakeholder to know their ------ counterpart and their role and responsibilities in the
organization. The alignment will be reinforced through the communications structure between
*****CLIENT*** and ------.
------ will work with *****CLIENT*** to further refine the governance model outlined herein in a
manner that makes sense for both organizations. This model consists of jointly defined and
documented relationship intent, operational protocols, decision-making processes (including
communication mechanisms and committee structures), as well as a relationship review
mechanism to help ensure that the established framework is functioning as planned. We
recognize that the process of governance must be responsive to the unique needs of each client.







Review overall project
score card

till 1st golive

3 hrs





1 hr



Project Sponsor,
Project Manager
Project Manager

SAP Implementation at *****CLIENT***



Review project risks &
ensure mitigations are
on track


Project Team
The following table provides an indicative team size of the ------ Implementation team and the
minimum number of full time core-team members from *****CLIENT***. The total number of
consultants from ------ is indicative of peak load strength in each area. The core team from -----will be based at the Central Project Office

(Peak Strength) *****CLIENT***

Project Manager

Financial Accounting

Management Accounting


Procurement & Inventory Control

Quality Management
Sales & Dispatch



Technical-ABAP ( realisation onwards )

Data Collation & Cleansing (Part time)






Other part time roles like: Program Manager, SMEs not included in the above table


------ Responsibilities
Under this SOW, ------ will undertake the following activities:


Project Management & Project Methodology

------ will provide project management for the ------ responsibilities in this SOW. The purpose of
this activity is to provide technical direction and control of ------ project personnel and to provide a
framework for project planning, communications, reporting, procedural and contractual activity.
This activity is composed of the following tasks to be executed according to ------ standard but
consistent with *****CLIENT*** requirements:


SAP Implementation at *****CLIENT***

Following activities, tasks & completion criteria will be used in the Implementation:


Project Preparation
The goal of this phase will be to take to necessary steps to be able to implement SAP in the new
environment and create organizational readiness for it within *****CLIENT***:
It addresses the organizational measures to be taken before the Implementation can start.
It identifies and starts up data cleanup activities which can take considerable time and should
be addressed as early as possible.
It identifies the expected major changes in the current processes due to the Implementation,
so that *****CLIENT*** can start addressing them.

Completion Criteria:
This activity will be complete when the Project Kick off is conducted and all resources are
mobilized for the remaining part of the Services.

Deliverable Materials:
Project Preparation Document (Refer to Appendix A.2 for detailed deliverables of this phase) the deliverable material would be accepted by the acceptance criteria as detailed in Appendix B-2.


Blueprint Phase
The objective of this stage is to establish the process that will finally be operational in the different
areas of *****CLIENT***. The ------ team will be responsible for putting down a functional and
technical design for the processes required at *****CLIENT*** and also identifying the programs
that need to be written in order to facilitate the process and workflow at *****CLIENT***.
Activities completed in this stage would be
Freeze SAP Organizational Structure.

Install the development/sandbox environments.

Establish the different processes in scope for the implementation - Finalize Process design by
validation and discussions.

Define To-Be processes and document the same.

Identify the development and data conversion requirements.

Document the processes and enhancement requirements and get a sign off on the criticality
of specific developments.

Identify scope creep in the different dimensions of scope and highlight the same to the
steering committee. Propose and obtain concurrence on the resolution approaches.

Completion Criteria:
This activity will be complete when the Blueprint Report is delivered / presented to the Customer.

Deliverable Materials
------ will deliver the "AS-IS" & "To Be" document
Blueprint Report (Refer to Appendix A.3 for detailed deliverables of this phase) - the deliverable
material would be accepted by the acceptance criteria as detailed in Appendix B-2.


Perform Realization
The purpose of this stage is to implement business and process requirements based on the
Blueprint, including configuration, unit test and system integration testing.
Activities completed in this stage would be
Perform Configuration Prototyping


SAP Implementation at *****CLIENT***

Data Conversion Plan and Preparation

Develop End-User Training Curriculum
Create Security Authorizations
Integration Test-Plan Development
Define Production Ready checklist
Conduct the Key User Training for participants of Integration Testing
Assist *****CLIENT*** in performing integration test
Finalizing and freezing the developments required and test the developments in an
integrated environment.
Completion Criteria:

This activity will be complete when the Integration Test has completed according to the Test Plan
and deliverables under Appendix A.4 are completed and submitted to *****CLIENT***.

Deliverable Materials
Realization Document (Refer to Appendix A.4 for detailed deliverables of this phase) - the
deliverable material would be accepted by the acceptance criteria as detailed in Appendix B-2.


Prepare for Production & Go-Live

The objective of this stage is to finalize the pre go-live activities, and resolve any data issues that
have been thrown up during the Acceptance stage.
Activities completed in this stage would be

Establish production environment

Establish post Go Live support infrastructure

Facilitate *****CLIENT*** Core Users in imparting training to *****CLIENT*** end users

Finalize master data cutover plan

Takeover master data and transaction data

Prepare for go-live

Completion Criteria:
This activity will be complete when the Prepare for Production Document is delivered to the

Deliverable Materials
Prepare for Production Document (Refer to Appendix A.5 for detailed deliverables of this phase) the deliverable material would be accepted by the acceptance criteria as detailed in Appendix B-2.


Post Go-Live Support

On go-live with the SAP system the processes configured in the system will be thrown open for
regular operations. Regular business transactions can be executed in the system and the
*****CLIENT*** employees will be expected to transact on the developed SAP system.
We have planned for one-month of post go-live support for this SOW.

Completion Criteria:
The system will be considered as live for productive use on processing of the first transaction in
the SAP system.


SAP Implementation at *****CLIENT***

Deliverable Materials
Go-live handover document (A-6) - the deliverable material would be accepted by the acceptance
criteria as detailed in Appendix B-2.


*****CLIENT*** Responsibilities
The successful completion of the proposed effort depends on the full commitment and
participation of *****CLIENT*** management and personnel. The responsibilities listed in this are
in addition to those responsibilities specified in the Agreement and elsewhere in this SOW, and
are to be provided at no charge to ------. ------'s performance is predicated upon the following
responsibilities being fulfilled by *****CLIENT***, as scheduled in the project plan. Delays in
performance of these responsibilities may result in additional cost and/or delay of the completion
of the project, and will be handled in accordance with the Appendix B-1 Project Change Control


*****CLIENT*** Project Manager

Prior to the start of this SOW, *****CLIENT*** will designate a person called the *****CLIENT***
Project Manager who will be the focal point for ------ communications relative to this project and
will have the authority to act on behalf of *****CLIENT*** in all matters regarding this project. The
*****CLIENT*** Project Manager's responsibilities include:

Manage the *****CLIENT*** personnel and responsibilities for this SOW.

Serve as the interface between ------ and all *****CLIENT*** departments participating for the
purpose of this SOW.

Administer the Project Change Control Procedure with the ------ Project Manager.

Participate in project status meetings.

Obtain and provide information, data, and decisions within three working days of ------'s
request unless *****CLIENT*** and ------ agree in writing to a different response time. Review
Deliverable Materials submitted by ------ in accordance with Appendix B-2 Deliverable
Materials Acceptance Procedure.

Resolve deviations from the estimated schedule, which may be caused by *****CLIENT***.

Help resolve project issues and escalate issues within *****CLIENT*** s organization, as

Review with the ------ Project Manager any *****CLIENT*** invoice or billing requirements.
Such requirements that deviate from ------'s standard invoice format or billing procedures may
have an effect on price, and will be managed through the Project Change Control Procedure
in Appendix B-1.


Recommended Project Staffing for *****CLIENT*** Core team

For planning purposes, ------ has estimated the *****CLIENT*** staffing needed for the SOW.
Determination of actual staffing remains the responsibility of *****CLIENT***. The table below lists
the recommended roles and responsibilities of *****CLIENT*** resources. Each role is identified as
full time (FT), part time (PT), or full-time-equivalents (FTE).





The Project sponsor is the senior most person in *****CLIENT*** who owns
and drives the entire implementation .The Project sponsor defines the
vision for the implementation and drives the realization of the vision. The
role of the Project sponsor is as below:


Define the overall vision of the SAP R/3 implementation to the rest of

SAP Implementation at *****CLIENT***



the organization.



Ensure full support and commitment from the individual functional

heads for the implementation.

Authorize and participate in important communication and change

management initiatives.

Chair the steering committee meetings held from time to time.

The steering committee is the highest body responsible for the completion
of the implementation. The committee meets regularly to review the status
of the Project and authorize necessary action for the critical activities of the

The key roles of the steering committee are as:

*****CLIENT** Set policy and provide overall strategic direction to the Project team,
when requested.

Authorize and drive key change management initiatives.

Maintain internal communication.

Confirm and control Project scope.

Provide core user and infrastructure to the Project team.

Empower the Project team and provide all necessary resources for the

Monitor Project progress against the plan.

Handle exceptions and major issues tabled for the steering committee



Ensure all necessary decisions are taken as per the SOW stipulated
timeframes and are in line with the overall business framework.
Controls the business / IT aspects of the delivery:

* Resource

Will be the Project manager

Validates Project charter and Project plan

Participates & executes - management reviews

Controls & monitors issues resolution

Approves deliverables with agreed timeframes

Controls & monitors actions and budget

Approves requirements of change requests

Manages the decision making process and structures in

*****CLIENT*** to enable the Project deadlines to be met

Ensures, with help of the business heads, the integrity of the designed

Responsible for functional and technical quality of the deployed


Ensures that the network, hardware and infrastructure are provided as

required and are maintained as per standards

Identifies risks and actions to manage the risk

Overall control of the day-to-day aspects of the SOW.

SAP Implementation at *****CLIENT***





Core team


Person with
knowledge of
* business
process (es)
in one or more
as a decision
maker with
respect in the

An SAP functional core team member manages each of the key

processes. He/she is responsible for the all the function(s) that are
impacted by that process, independent of which function he/she belongs
to. Hence, he/she must have deep expertise in the ways of working across
the company and should also vested with authority to guide the team on
issues cutting across functions / locations.
The roles and responsibilities are as follows:

Provide in-depth and broad functional knowledge of the business

Prepare detailed work plan along with the Project key users and report
progress regularly

Lead the as-is and stakeholder workshops

Participate in the methodology / function specific SAP R/3 product


Lead the fit-gap analysis

Participate in the SAP business organization structure and product

definition activities

Lead the design of the business blue print

Co-ordinate and resolve any issues with the *****CLIENT*** process


Participate in defining requirements and carrying out integration /

system testing

Co-ordinate with all other teams to make sure that integration issues
and dependencies are addressed

Facilitate and manage preparation of training material & user

procedure manual and provide training to end-users

Lead the change management related initiatives

Lead the authorization related activities

Carry out cut-over to live operations and monitor system effectiveness

Identify and control areas of risk

Ensure validation is carried out and work products and deliverables

are formally signed off as per Project plan

Identify areas where further input is required and bring this into the
Project in consultation with the Project management team

Ensure ownership of new system and related processes by entity

Ensure adequate communications within the business entity

Support business head / management

Report status regularly to the Project manager

Preparation of Deliverables
*****CLIENT*** will participate in the preparation of the project deliverables as specified in
Appendix A Deliverable Guidelines.


Production Cutover & Go-Live

*****CLIENT*** will perform the cutover activities for go-live. All the transactions & Master data
maintenance post go live will be *****CLIENT*** end user responsibility.


SAP Implementation at *****CLIENT***


Other *****CLIENT*** Responsibilities

*****CLIENT*** will:


Ensure that its staff is available to provide such assistance as ------ reasonably requires and
that ------ is given reasonable access to *****CLIENT*** senior management, as well as any
members of its staff to enable ------ to provide the Services. *****CLIENT*** will ensure that its
staff has the appropriate skills and experience. If any *****CLIENT*** staff fails to perform as
required, *****CLIENT*** will make suitable additional or alternative staff available.

Provide all information and materials reasonably required to enable ------ to provide the
Services. *****CLIENT*** agrees that all information disclosed or to be disclosed to ------ is and
will be true, accurate and not misleading in any material respect. ------ will not be liable for any
loss, damage or deficiencies in the Services arising from inaccurate, incomplete, or otherwise
defective information and materials supplied by *****CLIENT*** .

Ensure it has appropriate agreements in place with third parties including SAP licenses to
enable ------ to perform the Services under this SOW, where *****CLIENT*** is using or
providing ------ with third party information, support or materials for a project including but not
limited to where you are employing other suppliers whose work may affect ------s ability to
provide the Services. Unless specifically agreed to otherwise in writing, *****CLIENT*** will be
responsible for the management of the third parties and the quality of their input and work.
Except to the extent ------ specifically agrees otherwise in this SOW, *****CLIENT*** is solely
responsible for any third party hardware, software or communications equipment used in
connection with the Services.

Ensure the establishment of procedures to provide physical site security at *****CLIENT***

premises for the hardware and software systems, telephony and their elements. This security
would include, as appropriate, protection from losses occasioned by natural threats, forced
entry, acts of violence, and internal sabotage; and

Bear all financial responsibility to ensure the necessary system access and connectivity
complies with *****CLIENT*** security policy; and

Provide access to all required information related to in-scope applications surrounding

environments (e.g. upstream application, data layout, and infrastructure) for the support of InScope Applications. These documents / information shall be up-to-date.

Ensure that adequate system connectivity and security access to in-scope Applications
development / testing / production environments and any other *****CLIENT*** network-based
resources such as system documentation from the project site location at Delhi for the
implementation team and from ------ offices for the post implementation support team;

Make final selection of solution and technical architectures.

Provide all the "Data Backup, Recovery and Reinstallation of In-scope applications" required
information, facility, equipment etc. to enable ------ to provide the Services.

Change Management activities will be carried out by the *****CLIENT*** team. ------ will share
their experience and guidelines around the same. ------ will have no direct responsibility of
carrying out change management activities.

All hardware and physical infrastructure such as servers, SAP software, project management
office should be ready as per the project plan. Any delay resulting in project delays will be
addressed through project change control process.

Data related responsibilities - The responsibility for data collection, cleanliness,

completeness and validity rests with *****CLIENT***. The primary responsibility for collating
and preparing the data from the manual records where IT Applications are not available shall
be the responsibility of *****CLIENT***. ------ wishes to reiterate that *****CLIENT*** ensure
data cleanliness, correctness, completeness and validity of data before handing over data files

SAP Implementation at *****CLIENT***

to ------. Data correctness & Data Quality is key for defining the success of system in live


Laws, Regulations and Statutes

*****CLIENT*** is responsible for the identification of, interpretation of, and compliance with, any
applicable laws, regulations and statutes that affect *****CLIENT*** applications or business,
including but not limited to, those pertaining to product safety and regulatory compliance for
non------- products including those recommended by ------. It is Customer's sole responsibility to
obtain advice of competent legal counsel as to the identification and interpretation of any relevant
laws, rules and regulations that may affect Customer's business and any actions Customer may
need to take to comply with such laws. ------ makes no representations or warranties with respect
to product safety or regulatory compliance of non------- products.


Data File Content and Security

*****CLIENT*** is responsible for the actual content of any data file, selection and implementation
of controls on its access and use, and security of the stored data.


*****CLIENT*** will provide ------ and its personnel with suitable office space, and other
accommodations and facilities that ------ may reasonably require to perform the Services, in
particular secretarial support, supplies, furniture, , telephone/fax communications, high speed
internet connectivity, parking and other facilities for all ------ personnel while working on the
*****CLIENT*** SAP Implementation project. The ------ project team will be located in an area
adjacent to *****CLIENT*** s subject matter experts and technical personnel and all necessary
security badges and clearance will be provided for access to this area. A lockable four or five
drawer cabinet will be provided to ------ personnel in accordance with *****CLIENT*** security
procedures. *****CLIENT*** will be responsible for ensuring that it has appropriate backup,
security and virus-checking procedures in place for any computer facilities *****CLIENT***
provides or which may be affected by the Services.


*****CLIENT*** is responsible for:


The establishment of procedures to provide physical site security at *****CLIENT*** premises

for the hardware and software systems, telephony and their elements. This security would
include, as appropriate, protection from losses occasioned by natural threats, forced entry,
acts of violence, and internal sabotage; and

The actual content of any data file, selection and implementation controls on its access and
use, backup and recovery and security of the stored data.

Third-Party Charges
*****CLIENT*** is responsible for any third party charges from service providers or other
organizations for provision of and access to systems or software or for survey information, which
is not specifically provided under agreement with ------ and are mutually agreed to be required for
performance of the Services.


Use of Data
*****CLIENT*** agrees that ------ may use and share, within the ------ Enterprise and with third
parties such as subcontractors, consultants and Business Partners, data about *****CLIENT***s
(that is not comprised of *****CLIENT*** confidential information, so identified) that *****CLIENT***
provides ------ under this SOW or the Agreement (for example, addresses, contact names,
revenue information), called "*****CLIENT*** Data", for purposes of *****CLIENT***s existing and


SAP Implementation at *****CLIENT***

new business relationships with the ------ Enterprise. To the extent that *****CLIENT*** s Data
comprises data about natural persons (for example, contact names), or legal persons (for
example, affiliates' data), *****CLIENT*** agrees to inform these persons of the purpose for which
such data are disclosed to ------, to obtain their informed consent to that disclosure and the
subsequent use or transfer of that data by ------, and to fulfill all other legal requirements
necessary to make such use and transfers legal.


Stay, travel arrangements and work schedule for ------ Consultants

All ------ Consultants would take reasonable efforts to meet the quality and time schedules of the
project milestones. However, in order to ensure a reasonable quality of life for the individual, -----consultants are entitled to a minimum of 3 days off (inclusive of weekend) for every 4 weeks in the
project, to enable them to visit their home base for personal and professional reasons.
For project related travel, *****CLIENT*** will make arrangements for travel & stay of consultants
for any travel outside the project location as per ------ policy. When travelling outside the project
location, consultants will be entitled to stay in AC hotel rooms or guesthouses with single
occupancy. Accommodation will not be on sharable basis. This is in line with Global ------ policy.
Stay arrangements project location: Single consultants will be entitled to stay in air conditioned
hotel rooms or guesthouses with single occupancy basis with basic facilities such including but not
limited to air conditioned bed room, television, refrigerator, bed, electrical and water fittings,
washing machines etc. An internet connection and VPN access is also required in order to give
consultants the flexibility to work from guesthouse as required. Accommodation in will not be on
sharable basis.
*****CLIENT*** shall make dedicated arrangements for travel of all consultants between place of
residence and project office at project location.


Required Consents
Customer is responsible for promptly obtaining and providing to ------ all Required Consents
necessary for ------ to provide the Services described in this Statement of Work. A Required
Consent means any consents or approvals required to give ------ and its subcontractors the right
or license to access, use and/or modify (including creating derivative works) the hardware,
software, firmware and other products Customer uses, without infringing the ownership or license
rights (including patent and copyright) of the providers or owners of such products. Customer will
indemnify, defend and hold ------, our majority-owned subsidiaries and subcontractors, harmless
from and against any and all claims, losses, liabilities and damages (including reasonable
attorneys fees and costs) directly arising from or in connection with any claims (including patent
and copyright infringement) made against ------, alleged to have occurred as a result of
Customers failure to provide any Required Consents to ------. ------ will be relieved of the
performance of any obligations that may be affected by Customers failure to promptly provide any
Required Consents to ------.



Either party may terminate the SOW, with thirty days prior written notice, if the other party has
committed a material breach of the SOW and if such breach has not been cured during the notice
period. Customer shall pay ------ for all products and services provided up to the effective date of


SAP Implementation at *****CLIENT***


Deliverable Materials
------ will deliver one copy of each of the following Deliverable Materials. The content of each
Deliverable Material is described in Appendix A - Deliverable Materials Guidelines. Please refer
the specific reference against these deliverables:

Monthly / Periodic Status Report

Appendix A.1

Project Preparation Document

Appendix A.2

Blueprint Report

Appendix A.3

Realization Document

Appendix A.4

Prepare for Production Document & Go-live

Appendix A.5

Post Go-Live & Project Completion document

Appendix A.6


Project Completion Criteria

------ will have fulfilled its obligations under this SOW when any one of the following first occurs:

------ accomplishes the ------ activities described in Section 2.4 ------ Responsibilities, and
delivers the items described in the Section 2.6 Deliverable Materials, or

The completion date is reached which is at the end of 1 month of SAP support from Go Live.

*****CLIENT*** or ------ terminates the Services in accordance with the provisions of this SOW.


Professional Charges
This project will be conducted on a fixed price basis. The fixed price for performing the Services
defined in the Statement of Work will be Rs. 2,20,00,000 (Rupees Two Crores and Twenty Lacs
only). Besides this, *****CLIENT*** will also arrange the facilities for ------ consultants at project
site as described in section 2.5.8.
*****CLIENT*** will also be required to pay additionally service tax or any other indirect taxes and
levies as may be applicable at time of billing. This is subject to change in Government regulations,
which may be in force from time to time.
The above price is exclusive of travel and living expenses identified in section 2.8.1 below.
The above price is exclusive of any hardware and software purchases. All hardware and software
are out of scope of this SOW and is *****CLIENT***s responsibility.
------ will invoice *****CLIENT*** for the Services performed as per the following schedule:





Project Preparation
Completion of To Be Documentation
Blueprint Completion


SAP Implementation at *****CLIENT***



Realisation Build Completion

Realisation Completion
Go Live
End of 1st month of Post Go Live Support
End of 2nd month of Post Go Live Support


Project Related Travel Expenses

This section is related to Project related travel expenses and pertains to costs related to travel
outside NCR for the project resources
*****CLIENT*** will directly make arrangements and pay for all out-of-pocket expenses incurred on
the project for any domestic travel during the project such as:

*****CLIENT*** will directly bear the expenses of project related travel and stay across project
sites for ------ team. These costs are not part of the OPE expenses estimated. *****CLIENT***
will arrange for economy class air travel and Boarding and Lodging of the ------ team members
either at a guest house, hotel or any other place convenient to *****CLIENT*** on an AirConditioned furnished room with TV and attached bath / toilet on single-occupancy basis.

In order to ensure a reasonable quality of life for the individual, ------ consultants are entitled to
a minimum of 3 days off (inclusive of weekend) for every 4 weeks in the project, to enable
them to visit their home base for personal and professional reasons. Such fly backs would be
reimbursed by *****CLIENT***.

*****CLIENT*** will also arrange local travel in project sites and transfers from and to the

Project related communication.

Per-Diem as per ------ policy ( Rs. 800/- per person per day ).

Self-certified invoices for all Out-of-pocket Expenses (OPE) and Project Related Travel Expenses
incurred will be raised at the end of every month for approval to *****CLIENT*** Administrator.
Photocopies of OPE claims would be provided and the payments would be made on submission
of the same. However, any event of inadvertent non-raising of OPE bill or omission in claiming a
particular eligible expense item by ------, will not disqualify ------ from making claim for such
expenses under subsequent bill(s) to be raised by ------.



Billing Norms & Payment

------ will invoice *****CLIENT*** based on the above payment schedule as mentioned above.
Payment is due upon receipt of the invoice and payable within 30 days from the date of the

Any overdue invoices may be subject to late payment fee @ 2%p.m on the overdue amounts.
If payment is not received within 30 days, ------ reserves the right to suspend provision of
Services in the event of overdue amounts.

Any expenditure that has not been envisaged in the current scope will be estimated and
undertaken after prior approval by *****CLIENT***.

*****CLIENT*** will provide certificates for any tax deduction effected.

Where sign-off from *****CLIENT*** is required for raising a bill, the bill will be raised after
actual or deemed acceptance by *****CLIENT***, as the case may be. However, any

SAP Implementation at *****CLIENT***

inadvertent delay in raising the bill or omission in claiming for the deliverables rendered by
------ will not disqualify ------ for making claims for such deliverables under subsequent bills to
be raised by ------.

If *****CLIENT*** suspends the Services, ------ will be entitled to compensation for time and
cost overrun. The amount of such compensation will be mutually decided upon. If the
aggregate time of any discontinuation, of the Services, attributable to *****CLIENT*** exceeds
two months, the Steering Committee will review the project to ascertain the feasibility of
resuming or terminating the SOW and a decision will be mutually arrived at.

*****CLIENT*** agrees to pay by electronic funds transfer or other means acceptable to -----to an account specified by ------.


Key Assumptions


General Assumptions
Following assumptions are made in this SOW:
This SOW and ------'s estimates to perform this SOW are based on the following key assumptions,
and those listed elsewhere in this SOW, if any. Deviations that arise during the proposed project
will be managed through the procedure described in Appendix B-1 Project Change Control
Procedure, and may result in adjustments to the Project Scope, Estimated Schedule, Charges
and other terms.
These adjustments may include charges on a time and materials basis using ------s standard
rates in effect from time to time for any resulting additional work or waiting time. If an assumption
deviation is not resolved through the Project Change Control Procedure within 3 days then the
issue will be resolved in accordance with Appendix B-3 Escalation Procedure.


All project deliverables including the SAP system will be in English.

*****CLIENT*** will embrace the ------ Ascendant SAP Implementation Methodology and will
use its tools, procedures and deliverables to complete the project.

Changes to the *****CLIENT*** organization (e.g. new entities, acquisitions, reorganizations)

from the defined scope is not included in the scope.

*****CLIENT*** will provide project space and equip the team as required.

The project is under the responsibility of *****CLIENT***.

Work under this SOW will be performed at the *****CLIENT*** facility at Delhi, except for any
project related activity which ------ determines would be best performed on ------ premises in
order to complete its obligations and responsibilities under this SOW. Such activity will be
billable to *****CLIENT***.

------ will provide the Services under this SOW during normal business hours, 9:00 AM to 6:00
PM Monday through Friday, except holidays. If necessary, *****CLIENT*** will provide afterhours access to *****CLIENT*** facilities to ------ personnel. Out-of-town personnel may work
hours other than those defined as normal business hours to accommodate their travel

The parties understand that this SOW does not prevent ------ or any of its employees from
making use of experience gained, principles learned, or know-how acquired;

------ may use proprietary tools to perform ------ responsibilities. These tools remain the
property of ------.

------ will not be responsible for increases in costs, fees or expenses, or schedule delays, to
the extent resulting from any failure by *****CLIENT*** to perform its obligations under this
statement of work or from changes to or inaccuracies in any assumptions set forth here. Any
delay / idle time attributed to *****CLIENT***; including but not limited to dependencies, pre-

SAP Implementation at *****CLIENT***

requisites, acceptance, data migration, data provisioning, data cleansing, availability of

hardware and software as per project plan, availability of infrastructure including data centre;
at any stage of project execution will be charged to *****CLIENT*** on Time & Material basis,
as per ------s prevailing rates.


Engagement Administration


In such cases where the delay is beyond 2 weeks ------ will have right to redeploy / withdraw
resources and the same will be processed through Project change control procedure & Project
escalation procedures as appropriate. *****CLIENT*** appreciates that the overall project plan
will be reviewed and agreed when the project resumes execution. The cost of de-mobilization
and mobilization would be borne by *****CLIENT***. ------ does not guarantee the deployment
of the same team, on resumption. ------ would require a lead time of 8 weeks to mobilize the
resources again.

*****CLIENT*** will have a full-time primary engagement manager who is empowered to make
decisions on engagement direction and resources in a timely manner.
Engagement team members will ensure that all issues are captured, explained, prioritized,
categorized, and assigned to someone with a required resolution date. Engagement team
members will ensure that prioritized issues assigned to them are resolved as of the resolution
A Steering Committee will be established and operational at the commencement of the
engagement. They will resolve issues that cannot be resolved by the delivery team. Once
resolved, these decisions will not be revisited, re-evaluated or changed without Steering
Committee approval. This Steering Committee will meet regularly to review engagement
status and resolve open issues.
*****CLIENT***s acceptance of deliverables will constitute acceptance by all the relevant parts
and organizational units within *****CLIENT***.
Once accepted by *****CLIENT***, deliverables will become the basis for current service
delivery work.
All issues will be resolved in a timely manner.
*****CLIENT*** will take appropriate and necessary actions to ensure all dependencies of the
engagement are successfully delivered on time. Any changes to the schedule, effort and/or
cost resulted from a delay or incomplete delivery of any dependencies will be considered a
change control and engagement management from *****CLIENT*** and ------ will work out the
impact of this change.
It should be recognized that decisions reached in completing milestones, tasks and phases
cannot ordinarily be revisited without consequent impact in costs, unless offsetting changes
are made to the engagement schedule. Thus, for example, if *****CLIENT*** should decide to
revisit and change the requirements definitions during or after assessment or realization,
*****CLIENT*** recognizes that there will likely be increases in costs due to the delay of the
construction and the additional analysis, design and implementation efforts required thereby.
Fly-back - All ------ Consultants are committed to meeting the quality and time schedules of the
project and will help *****CLIENT*** meet the project milestones. However, in order to ensure
a reasonable quality of life for the individual, our outstation consultants are entitled to a
minimum of 3 days off for every 4 weeks of work done, to enable them to visit their home base
for personal and professional reasons.
No foreign travel has been budgeted for ------ consultants.
It has been assumed that *****CLIENT*** would provide sufficient representatives of all the
entities in scope throughout the project duration for providing design inputs as well as for
testing the system prior to go-live.
Processes are assumed to be harmonized across all the entities which are in scope.

SAP Implementation at *****CLIENT***

It is assumed that *****CLIENT*** does not own any coal mines and the ERP solution that
would be configured would cater to the transportation & coal washing services provided by
The core team of *****CLIENT*** would be co-located with the ------ team in the Central
Project Office at Delhi.


SAP & Other Systems

No tools other than SAP standard customisation tools will be used to modify or enhance the
look and feel of SAP screens.
*****CLIENT***'s requirements under the engagement can be met by standard SAP software,
without source code modification, and *****CLIENT*** will restructure its business processes
in a way that facilitates performance of the organizations work processes using such standard
SAP software.
The base functionality of the SAP software system will not be re-tested during integration
testing to ensure that it functions in accordance with the standard SAP documentation.
SAP ECC 6.0 software system will be implemented under this statement of work. Upgrading to
another release or sub-release is not included within the scope of the Services to be provided.
Development, Quality and Production Environments - All Technology aspects of the
engagement are the responsibility of *****CLIENT*** (or any party other than ------, as the case
may be, who *****CLIENT*** will be responsible for), including for example:
o Providing, installing, operating and maintaining all LAN, WAN, and telecommunications
o Providing, installing, operating and maintaining all legacy systems and data;


Add-on Software *****CLIENT*** will be responsible for the procurement and installation of
any add-on software, either SAP or non-SAP software, which may be required to address any
business requirements.
To the extent that any *****CLIENT*** requirement is not met by SAP functionality,
*****CLIENT*** will meet its requirements through the acquisition of third-party software and
hardware or a change in user procedures. Implementation of such software or add-on
package is out of scope of this SOW.
Interfaces and Conversions - *****CLIENT*** will be responsible for the analysis of the existing
systems, and for providing the data from these systems in a manner consistent with the
agreed upon design and engagement plan. *****CLIENT*** will be considered the expert in
these systems and will provide knowledge on data structures and design.
Data Cleaning - *****CLIENT*** will be responsible for the quality of source data, for making
any decisions regarding the cleanliness of data and for any data cleaning that may be
required, and for validating any converted data.
Training will be delivered to *****CLIENT*** Core Team under the Train the Trainer
methodology. End User training is *****CLIENT*** responsibility.

IT Infrastructure


Constructing security profiles for the development, quality and production environments;
Configuring and operating the correction and transport system.

*****CLIENT*** is solely responsible for the evaluation, selection, installation, implementation,

compatibility, use and performance of and results obtained from any hardware, systems
software, utility software, security software, telecommunication equipment or software and
applications software used in connection with the Services. *****CLIENT*** and/or the third
party vendors of the software packages selected for use by *****CLIENT*** are responsible for
the installation, acceptance and performance of the selected software packages.

SAP Implementation at *****CLIENT***


Service Delivery


The technical infrastructure for development, testing, training and implementation will be
stable and sufficient to enable the engagement team to perform activities without delays.
There will be no delays resulting from routine set-up of office facilities, workstations,
secretarial, network, and other office support.
Sufficient access rights will be provided to the *****CLIENT*** SAP system and other systems
to enable the engagement team to perform the tasks assigned.
*****CLIENT*** will make test environments of all legacy systems available for the testing of
interfaces and conversions and integration of interfaces.
The development Technology environment will deliver to developers a reasonable turnaround
and response time (i.e., development productivity will not be noticeably degraded as a result
of development environment performance, reliability or availability problems). Resource
contention will not result from use of the development or testing environments for other
engagements or activities.
Hardware and software relevant to the engagement will be available 7 days a week, 24 hours
a day during the engagement except when scheduled for maintenance or downtime.
*****CLIENT*** will establish staff and provide a Help Desk for the engagement team to report
and arrange correction of faults and outages in any component of the technical environments
or other equipment, software and materials made available by *****CLIENT*** to the
engagement team. Help will also be provided to the engagement via access to SAP's on line
problem resolution service (OSS) and by *****CLIENT***s installation of the SAP on line help
*****CLIENT*** would provide adequate teleconferencing / video conferencing facilities to the
implementation team for discussions / meetings with the stakeholders in different locations.
The following are the hardware infrastructure requirements for the implementation, which
*****CLIENT*** will provide:
o Development, quality and production servers, installed with SAP ERP as per the project plan
o LAN and WAN access to the Development, Quality and Production servers from all the
o The following are the software and communication infrastructure requirements for the
OSS connectivity
Microsoft Office and SAP GUI loaded on all work stations / laptops
Access to the Internet and the internal mailing system of *****CLIENT***
Consumables like Stationery as needed for the Project

*****CLIENT*** quality assurance requirements and acceptance of deliverables will cause no

delays in the engagement schedule.
The engagement team is empowered to make design decisions regarding how business
transactions should be performed.
*****CLIENT*** is responsible for implementation of non-SAP software system business
changes, e.g., updating corporate procedures for approval levels.
No significant change to *****CLIENT*** corporate structure, such as new entities, new
acquisitions of other entities or their assets, or mergers, consolidations or reorganization of
current businesses, will take place during the engagement. Any impacts upon the engagement
(including on ------ 's obligations) caused by any mergers, consolidation or other acquisitions
or dispositions of or by *****CLIENT*** or its affiliates after the commencement date of this
SOW, are out of scope. Any such change can be handled only through the project change
control procedure.

SAP Implementation at *****CLIENT***


Involvement of 3rd Parties


Information required by the team from organizations or individuals within *****CLIENT*** will
be complete and accurate and provided in a timely manner consistent with the work plan. All
communications and deliverables will be in English.
Third-party suppliers and contractors will co-operate and not impair engagement progress.
They will be *****CLIENT***s responsibility.
------ may engage or hire consultant(s) from any third party after taking approval from

*****CLIENT*** will be responsible for the deliverables and products of any sub-contractors,
independent contractors and third-party suppliers as hired by *****CLIENT*** Entity / Entities,
e.g. hardware/software suppliers, who may be required from time to time to provide input to
the engagement and the SAP software system.
*****CLIENT*** Entity / Entities will have management responsibility for any subcontractor,
independent contractor staff or staff of third parties that it employs in lieu of its own staff to be
part of the engagement team.
------ will not be responsible for increases in costs, fees or expenses, or schedule delays, to
the extent resulting from any failure by *****CLIENT*** or such third parties to perform its
obligations under this statement of work or from changes to or inaccuracies in any
assumptions set forth here. Any ------ deadline that is affected by any *****CLIENT*** or such
third party failure to perform its obligations shall be extended to the extent required due to
such failure. Extensions of time resulting from the circumstances described in this paragraph
will be added to applicable schedules and additional amounts payable resulting from the
circumstances described in this paragraph will be added to applicable estimated budgets.

SAP Implementation at *****CLIENT***

3 Appendices

Appendix A: Deliverable Materials Guidelines

This appendix contains a table of the deliverables for the SAP Implementation Project. Responsibility
for the timeliness, quality, and completeness of these deliverables shall be shared jointly between
*****CLIENT*** and ------.
One machine-readable copy of each deliverable will be made available to *****CLIENT***.

- A.1: Periodic Status Report

------ will provide Weekly Status Reports advising the *****CLIENT*** Project Manager of the progress
and status of ------ activities worked on during that period using Solution manager. Significant
accomplishments, milestones, and problems will be identified.

- A.2: Project Preparation



Involvement of *****CLIENT***

Project plan finalized and circulated to all the

project team members

Full participation by
*****CLIENT*** project manager
and team leaders

- A.3: Blueprint Report

Business Process
Master List_1

Business Process
Master List_2

Establish Data
Migration Strategies

Organization Structure

Involvement of *****CLIENT***


Proposed SAP Organization Structure

To-Be Business Blueprint & Gap Analysis

Data Migration Strategy document

Full participation including

preparation of document and
delivery by team members in
discussions and workshops
Full participation including
preparation of document and
delivery by team members in
discussions and workshops
Full participation including
preparation of document and
delivery by team members in
discussions and workshops

- A.4: Realization Document

Draw up Baseline
Configuration and Confirm
with core users



Involvement of *****CLIENT***

Configured baseline

Provide inputs and business decisions for

configuration and documentation

SAP Implementation at *****CLIENT***



Involvement of *****CLIENT***

Develop and Test

Application Programs

Functional Specifications

Provide inputs and business decisions

System Integration Test

Strategy and Plan

Integration Test Strategy


Joint preparation of test materials. Full

participation in discussions on this subject

Test results and Test

Test data preparation / Test script execution
Problem Reports (TPRs)
(Prepared by *****CLIENT***)
Test problem Report preparation
Problem identification
Full participation in all discussions relating to
this topic
Business Controls

Authorization matrix

Identification of job roles / system access

needs for users
(Prepared by *****CLIENT***)

- A.5: Prepare for Production Document / Go-Live

This document consists of the following sections:


*****CLIENT*** Involvement

Cut Over Checklist

List of tasks necessary to cut

over the system to a live state

Full Participation in all discussions

relating to this topic
Identification of tasks related to
legacy systems
Coordination with shared services
Organization implementation

- A.6: Project Completion / Post Go-Live Support



*****CLIENT*** Involvement

Post Go-Live

Post Go-Live summary report consisting of

analysis of SAP system usage

Full participation in closure of the

open issues

Listing of closed issues & solution, open

issues & reasons
Recommendation on transition
Analysis of issues raised during the support
period of one month


SAP Implementation at *****CLIENT***



This document includes all the system

configurations made for *****CLIENT*** SAP
implementation, organized in SAP modules.


SAP Implementation at *****CLIENT***


Appendix B: Project Procedures

Following project procedures shall be observed:

B-1. Project Change Control Procedure

The following process will be followed if a change to this SOW is required.

A Project Change Request (PCR) will be the vehicle for communicating change. The PCR
must describe the change, the rationale for the change and the effect the change will have on
the project.

The designated Project Manager of the requesting party will review the proposed change and
determine whether to submit the request to the other party.

Both Project Managers will review the proposed change and recommend it for implementation
or reject it. ------ will specify any charges for such implementation. A PCR must be signed by
authorized representatives from both parties after assessing and satisfying about its
usefulness and its financial impact.. ------ will invoice *****CLIENT*** for any such changes.

A written Change Authorization and/or PCR must be signed by authorized representatives

from both parties to authorize implementation of the investigated changes. Until a change is
agreed in writing, both parties will continue to act in accordance with the latest agreed version
of the SOW.

B 2: Deliverable Materials Acceptance Procedure

Except for status reports, project plan, and code, each Deliverable Material as defined in Appendix
A - Deliverable Materials Guidelines will be reviewed and accepted in accordance with the
following procedure:

One (1) printed draft of the Deliverable Material will be submitted to the *****CLIENT*** Project
Manager. It is the *****CLIENT*** Project Manager's responsibility to make and distribute
additional copies to any other reviewers.

Within five (5) business days the *****CLIENT*** Project Manager will either accept the
Deliverable Material or provide the ------ Project Manager a written list of objections, if any. If
no response from the *****CLIENT*** Project Manager is received within five (5) business
days, then the Deliverable Material will be deemed accepted.

The ------ Project Manager will consider *****CLIENT*** objections within the context of ------s
obligations as stated in Appendix A - Deliverable Materials Guidelines. Revisions agreed to by
------ will be applied within five (5) business days, and the updated final version will be
resubmitted to the *****CLIENT*** Project Manager at which time the Deliverable Material will
be deemed accepted.

In the event *****CLIENT*** objects to deemed acceptance being assumed for any deliverable
beyond the stipulated acceptance period, ------ would be compensated for the financial costs that
may arise due to any idling of staff waiting on the acceptance and any milestone payment delays
due to the delay in the deliverable acceptance.
*****CLIENT*** objections that are not agreed to by ------ will be managed in accordance with
Section B-1 Project Change Control Procedure. If resolution is required to a conflict arising from
*****CLIENT*** objection to a Deliverable Material, *****CLIENT*** and ------ will follow the
procedure specified in Appendix B-3 Escalation Procedure.
To ensure deliverable acceptable in five (7) days, the following governance procedure will be
adopted by ------ and *****CLIENT***.


SAP Implementation at *****CLIENT***

1. ------ and *****CLIENT*** Project Manager will jointly prepare a sign-off matrix with named
*****CLIENT*** signatories for project deliverables. This will be approved by Project Sponsor
at the start of the project
2. ------ project Manager will publish a monthly sign-off calendar for deliverables in advance for
the next months deliverables. *****CLIENT*** Project Manager will validate the same.
3. *****CLIENT*** Project Manager will secure advance commitment from all signatories as per
the sign-off calendar. If commitment is not available, it will be escalated to Project Sponsor
4. ------ will agree with *****CLIENT*** on split of a major deliverable into multiple smaller
deliverables as applicable for every milestone. *****CLIENT*** will provide sign offs as and
when these smaller deliveries are completed. The final sign off of a deliverable will be net
combination of all these multiple sign offs.
5. *****CLIENT*** will provide support of all key stakeholders to achieve sign offs within 5 days of
6. *****CLIENT*** will be notified a week in advance of approaching delivery and commitment of
Customer reviewer resource taken. If commitment is not available, it will be escalated to
Project Sponsor
7. ------ Project Manager will alert Customer Project Manager/ Project Sponsor at least 2 days
before elapse of the 5 days period, in case delays are foreseen in receiving acceptance.
8. In case of any delay in sign-off beyond 5 days, ------ and *****CLIENT*** may agree to proceed
with next phase and any associated rework will be addressed through project change control.
9. ------ may put the project on hold in case of significant delays beyond 5 days and that is to
avoid any issues with rework at a later stage.
10. All wait time of consultants for such a duration will be paid by *****CLIENT*** under project
change control.
11. Any delay to any stage/phase or overall project schedule due to rework on any deliverable
signed off earlier, will not be deemed as delay by ------ and ------ will not be liable for any
penalty towards such delay

B-3: Escalation Procedure

The following procedure will be followed if resolution is required to a conflict arising during the
performance of this SOW. When a conflict arises between *****CLIENT*** and ------, the project
team member(s) will first strive to work out the problem internally.


Level 1: If the project team cannot resolve the conflict within two (2) working days, the
*****CLIENT*** Project Manager and ------ Project Manager will meet to resolve the issue.

Level 2: If the conflict is not resolved within three (3) working days after being escalated to
Level 1, the *****CLIENT*** Executive Sponsor will meet with the ------ Project Executive to
resolve the issue.

Level 3: If the conflict remains unresolved after Level 2 intervention, resolution will be
addressed in accordance with Appendix B-1- Project Change Control Procedure or termination
of this Statement of Work. Upon such termination, *****CLIENT*** shall pay ------ for 1) all
Services ------ provides and any products and materials ------ delivers until (and including) the
effective date of termination, 2) all expenses ------ incurs until (and including) the effective date
of termination, and 3) any charges ------ incurs in terminating the Service.

SAP Implementation at *****CLIENT***


Appendix C:







For purposes of performance of this SOW, ------ and *****CLIENT*** will perform, per the ------ Project
Plan, the following responsibilities as indicated in the Information Security Table of Roles and
Responsibilities in this Appendix.
------ and *****CLIENT*** may negotiate appropriate deliverable Materials which will be identified and
described in the SOW through Appendix B - 1 Project Change Control Procedure.

*R = Responsibility



Information Security Table of Roles and Responsibilities

Security Policy

Determine appropriate information security policy

requirements based on business objectives, assessment
of risk, and interpretation of legal, regulatory and
contractual obligations.

Validate that the information security controls meet the

*****CLIENT*** requirements driven by security policy
and risk acceptance



Notify ------ if *****CLIENT*** information security

requirements change through Project Change Control
Procedure as defined by the Statement of Work so that
parties may assess if and how to implement, including impact
to cost, scope or schedule

Review the roles and responsibilities as defined by this

Information Security Table periodically but at least every 12

Provide the *****CLIENT*** with this Information Security

Table of Roles and Responsibilities which communicates
------ and *****CLIENT*** security controls for the
*****CLIENT***s application development and maintenance
services and any exceptions that govern the security
management processes for ------ and *****CLIENT*** under
the Agreement.

Respond to exception or Project Change Requests from

*****CLIENT*** and determine if such requests result in
additional or modified information security roles and
responsibilities, which will be managed through the Project
Change Control Procedure as defined by this Statement of

Review the Roles and Responsibilities as defined by this

Information Security Table periodically but at least every 12
months with *****CLIENT***

Organization of Information Security

SAP Implementation at *****CLIENT***


Information Security Table of Roles and Responsibilities

Designate a knowledgeable *****CLIENT*** focal point for

information security related activities

Provide contact information for the primary contact and for an

authorized secondary contact

Coordinate all information security activities with third parties

other than those contracted by ------

Designate a knowledgeable ------ focal point for information

security related activities including the following:
Interfacing with *****CLIENT*** on security requirements

Implementation of security requirements for which ------ is

responsible in accordance with the negotiated and
agreed to Roles and Responsibilities (as defined by this
Information Security Table)


Asset Management

Assign *****CLIENT*** business accountability for its

information assets, including software, physical assets, and

Be responsible for identifying, providing and funding the

appropriate information security controls and communicating
relevant requirements to ------ for:

Data transmitted via public telecommunications facilities

or services;

Transport of confidential information, personal

information, sensitive personal information and business
sensitive information (e.g. encryption, transport over
secure lines); and

Storing of confidential information, personal information,

sensitive personal information and business sensitive
information (e.g. encryption of data on portable media or
other special handling/treatment)

Ensure security requirements are addressed in the

Statement of Work

Identify and communicate to ------ any *****CLIENT***

data or information designated as confidential, business
sensitive, personal and sensitive personal, that ------ will
have access to.

Identify and fund, if applicable, any special handling

requirements for *****CLIENT*** confidential, business
sensitive, personal or sensitive personal information that
------ will have access to.



Comply with its obligations as data controller and inform -----if these obligations include requirements for data processor


SAP Implementation at *****CLIENT***


Information Security Table of Roles and Responsibilities



related services provided by ------


Follow approved Project Change Control Procedure (defined

in the Statement of Work) for security related changes

Handle information identified by *****CLIENT*** as

confidential, business sensitive, personal and sensitive
personal in accordance with the following controls:

Store portable storage media containing *****CLIENT***

data in a physically controlled area in those locations
where ------ has sole control of the media.

When printed information is printed at ------ locations,

keep printed information identified by *****CLIENT*** as
confidential, business sensitive, personal and sensitive
personal in a locked container or physically controlled

Human Resources Security

Address information security in the hiring, termination and

personnel management processes for *****CLIENT***

Provide information security awareness training to

*****CLIENT*** personnel and other *****CLIENT***
authorized network or system users

Identify and provide to ------ any *****CLIENT***-specific

information security training required for ------ personnel

Take appropriate management action if there is a misuse of

authority by any *****CLIENT*** personnel

Address information security in the hiring, termination and

personnel management processes for ------ personnel

Require annual review of ------ business conduct guidelines

by ------ employees throughout the duration of this SOW

Take appropriate management action if there is a misuse of

an ------ employees granted authorizations.

Physical and Environmental Security

Perform workplace security inspections of *****CLIENT***


Secure work areas and restrict access from general public at

*****CLIENT*** sites related to execution of this SOW

Identify and provide to ------ any *****CLIENT***-specific

information security requirements for printing, storing and

SAP Implementation at *****CLIENT***


Information Security Table of Roles and Responsibilities



transmitting *****CLIENT*** information


Perform workplace security inspections for *****CLIENT***


Secure work areas and restrict access from general public at

*****CLIENT*** sites related to execution of this SOW

Define where ------ employees will work:

Define the work location for ------ employees

Define remote or work at home options

Supply anti-virus software for *****CLIENT*** supplied


Respond to virus attacks and initiate corrective action on

*****CLIENT*** supplied workstations

Provide and manage physical security of ------ owned


Provide security for work areas and restrict access from

general public at ------ sites related to execution of this SOW

Supply and install ------ anti-virus software and upgrades for

------ supplied workstations

Respond to virus attacks and initiate corrective action on

------ supplied workstations

Access Control

Authorize and manage user IDs and passwords

Define access control requirements and process and

administer logical access for network infrastructure systems
and devices under *****CLIENT*** management

Define access control requirements and process and

administer user IDs and passwords for *****CLIENT***
applications databases and other *****CLIENT*** software on
systems across all application environments (development,
test, production)

Define revocation requirements and process, and administer

revocation of accesses for *****CLIENT*** applications and
systems warranted as a result of validation activities and
when requested by ------

Define access control requirements and process for users

with privileged access to *****CLIENT*** applications and
systems across all environments (development, test,

SAP Implementation at *****CLIENT***


Information Security Table of Roles and Responsibilities




Be responsible for validating the employment status and

business need for access to *****CLIENT*** applications and
systems for *****CLIENT*** personnel

Be responsible for implementing access changes based on

input from ------ employment validation activities for -----personnel

Be responsible for validating the business need for access to

*****CLIENT*** applications and systems for ------ personnel,

Revalidate the list of privileges associated with assigned IDs

and notify ------ of any changes required

Review user access lists maintained by ------ and revalidate

privileges annually

Validate user ID baseline inventory and make updates based

on ------ validation results

Retain evidence of completion for two iterations


Define any encryption requirements and supply encryption

tools to meet requirements

Perform quarterly employment review of application user IDs

assigned to ------ employees

Submit request to revoke access to an application when -----personnel no longer require access

Maintain list of IDs with privileges and IDs with access to

production environment for ------ employees

Periodically revalidate continued business need for access to

development, test, production environments for IDs assigned
to ------ personnel

Submit or notify *****CLIENT*** of any access changes

needed as a result of validation activities

For employees working on *****CLIENT*** applications,

passwords must conform to the ------ standards defined
below, unless *****CLIENT*** requirements are more
Minimum of 8 characters
Contain a mixture of alphabetic and non-alphabetic
Maximum change interval of 90 days


SAP Implementation at *****CLIENT***


Information Security Table of Roles and Responsibilities



Password history password may not be reused for 4



Perform a baseline inventory of user ids assigned to -----personnel and communicate User ID baseline inventory to
*****CLIENT*** for validation

Information Security Incident Management

Provide a 24/7 contact plan for reporting security


Inform ------ of any application and information security

incidents involving ------ personnel

Provide a *****CLIENT*** security incident coordinator

Make decisions on actions to resolve security incidents

involving *****CLIENT*** network, *****CLIENT***
systems, *****CLIENT*** personnel or *****CLIENT***
data, including, if appropriate, collection of evidence

Interface, as needed, with external entities such as law

enforcement, legal or regulatory agencies

Assist *****CLIENT*** in initial security incident evaluation for

security incidents involving ------ personnel that are reported
by *****CLIENT*** as part of Information Security Incident


Identify and interpret legal, regulatory or contractual

information security requirements that are applicable to its
business and inform ------ of any additional or changed

Review periodic security reporting

Provide periodic, basic security reporting as defined by ------

Separation of Duties

Perform application separation of duties analysis and conflict


Implement change management on separation of duties


Perform annual review of separation of duties analysis

Authorize code promotions to production

Inform *****CLIENT*** of ------ team member changes

SAP Implementation at *****CLIENT***


SAP Implementation at *****CLIENT***


Appendix D: Signature Document

This SOW and the referenced Agreement identified below, are the complete agreement between
*****CLIENT*** and ------ regarding Services, and replace any prior oral or written communications
between us. Accordingly, in entering into this SOW, neither party is relying upon any
representation that is not specified in this SOW including without limitation, any representations
concerning 1) estimated completion dates, hours, or charges to provide any Service; 2) the
experiences of other customers; or 3) results or savings *****CLIENT*** may achieve.
Each party accepts the terms of this SOW by signing this SOW by hand or, where recognized by
law, electronically. By such acceptance each party agrees that no modifications have been made
to this SOW.
Once accepted, please return a copy of this document to the ------ address shown below. Any
reproduction of this SOW made by reliable means (for example, photocopy, electronic scan or
facsimile) is considered an original and all Services ordered under this SOW are subject to it.
Agreed to:

Agreed to:
------ India Private Limited



Authorized signature

Authorized signature

Name (type or print):




Customer number:

Referenced Agreement Name Referenced

Agreement number:, dated
Statement of Work number:

Customer address:
------ Office Address: