OO Advanced SOW - Example

Statement of Work to Customerfullname
for ProjectName
from Hewlett-Packard
Longdate
HP ID: SOWID v1
HP SOW for Customerfullname
INSTRUCTIONS for using this template: (DELETE these lines PRIOR TO sending to customer)
Text in Gray is fyi or provides different options for language to be used.

Text in yellow requires completion by SOW author.
Document search and replace should be used for the following:
Customername = name customer is commonly referred by (short name or abbreviation)
Customerfullname = legal name of customer
Longdate = full date of this document
SOWID = Quicksilver or Deal One ID assigned to this project.
HP Confidential – subject to use restriction Page-

2
Time and Material without Deliverables SOW Template HP ID: SOWID
v1
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Important Confidentiality Notice

This Statement of Work is proprietary to HP and contains HP Confidential Information. It may not be disclosed in
whole or in part without the express written authorization of HP. No portion of this Statement of Work may be
duplicated or used for any purpose other than to receive Services from HP described herein.
<<FOR FED and SLED ACCOUNTS, THE FOLLOWING VERBIAGE SHOULD BE USED IN LIEU OF THE
ABOVE>>
Non-Disclosure
The information (data) provided in the portions marked as confidential constitutes trade secrets and/or information that are
commercial or financial and confidential or privileged. It is furnished in confidence with the understanding that it will not,
without permission of the offeror, be used or disclosed for purposes other than those provided herein, unless otherwise
required by law.
© 2018 Hewlett-Packard Development Company, L.P.
HP Confidential – subject to use restriction Page-3

Time and Materials without Deliverables SOW Template HP ID: SOWID v1
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Customer Contact
<Name>
<Address>
<Address>
<Phone>
<Email>
<Fax>
HP Professional Services Contact
<Name>
<Phone>
<Email>
<Fax>
HP Sales Contact
<Name>
<Phone>
<Email>
<Fax>
Document Version History
Version Date Author Comment

1.0 2/21/2014 Gary Neal Template SOW drafted

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Table of Contents [Optional: If you include TOC, REQUIRES

UPDATING – To update, right click in TOC below and select
“Update field” then select “Update Entire Table” or delete this
whole page. UPDATING THE TOC IS THE LAST CHANGE TO
MAKE TO DOCUMENT PRIOR TO SUBMISSION]
1. Statement of Work Information...................................................................................7
1.1. Introduction........................................................................................................7
1.2. Services Overview.............................................................................................7
1.3. Services Approach.............................................................................................8
2. Project Scope............................................................................................................. 9
2.1. Services............................................................................................................. 9
2.1.1. <Majoractivityname1>...............................................................................9
2.2. Deliverables.......................................................................................................9
2.3. Project Management..........................................................................................9
2.4 Quality Assurance and Risk Assessment.........................................................10
3. Project Responsibilities.............................................................................................11
3.1. Customer Responsibilities................................................................................11
3.2. HP Responsibilities..........................................................................................12
4. Assumptions, Dependencies, Limitations and Exclusions........................................13
5. Other Considerations................................................................................................14
5.1. Services Acceptance.......................................................................................14
5.2. Change Management Process........................................................................14
5.2.1. Definition.................................................................................................14
5.2.2. Procedures..............................................................................................14
5.3. Escalation Process..........................................................................................14
6. Services Commencement........................................................................................16
7. Order and Payment Information...............................................................................17
7.1. Price................................................................................................................ 17
7.2. Order Information and Payment Schedule.......................................................18
8. Cancellation and Rescheduling................................................................................21
9. Additional Terms List................................................................................................22
10. Authorization............................................................................................................ 23
Attachment A – HP Single Engagement Terms for Professional Services (version #006)24

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1. Statement of Work Information

Delete all highlighted and italicized [Note] texts before sending outside HP.
[Note] The SOW Template is for use when executing a SOW for professional services or custom
software education services associated with HP Software and Solutions, and includes language for
selling Training Units for the sale of standard software education services. This SOW may be used with
HP Single Engagement Terms or an existing Master Services Agreement.
DO NOT modify any of the terms not highlighted and/or indicated as [Safe to edit] except per
instructions without approval from the PS DD reviewer.
NOTE: This SOW is designed for T&E without Deliverables BTO/IM Professional Services SOW
business.
1.1. Introduction
This Statement of Work (“SOW”) is made as of the date set forth above the signatures below
(“Effective Date”) by and between the Hewlett-Packard entity named below (“HP”) and <Name of
Customer> (“Customer”) and identifies the professional services (“Services”) HP will perform for
Customer. Handwritten or typewritten text (other than information specifically called for in the spaces
provided) that purports to modify or supplement the printed text of this SOW shall have no effect and
shall not add to or vary the terms of this SOW.
If not executed, HP reserves the right to expire this SOW according to the expiration date of the
accompanying quote, or if unspecified, thirty (30) days from the date this SOW was delivered.
This SOW is governed by the HP Single Engagement Terms for Professional Services (“Agreement”)
attached hereto as Attachment A.
[Optional] If an MSA is in place, and it includes acceptable consulting terms, include the following and
remove the sentence above This SOW is governed by the terms and conditions of that <Title of
Agreement> between Customer and HP dated <insert agreement date> (“Agreement”).
Customer additional or different terms and conditions will not apply. In the event of a conflict between
the provisions of this SOW and the Agreement, this SOW will take precedence to the extent of such
conflict.
1.2. Services Overview

[Note] Write a brief description, summarizing the Customer’s project and the Services HP will provide.
The goal is to briefly describe the overall parameters of the project, what is included and (if appropriate
to provide clarity) what is excluded. Briefly describe the nature of the Services, but do not state any
affirmative obligation of HP. Avoid stating that HP will provide a solution to the Customer’s particular
business or financial problem or that HP’s Services are intended to “meet Customer’s needs.”
This project is intended to provide Services as they relate to the Customer’s IT Request Fulfillment
project.
Figure 1, below, illustrates a generic functional view for IT requests. Together, OO and a request
management tool can fulfill the functional view. By itself, HP OO can fulfill key portions of the functional
view.

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Figure 1: Generic Functional View
This project is focused on implementing the Automation box of Figure 1, as well as integration with the
Request Management box and the Notification box. As part of this project, HP will:
 Interface with a request management system. Customer may select from the following options:
o Operator initiated (manual) interface. HP will configure operator access, enable
operators, and provide basic standards for request tracking. Notifications will only be
sent to operators initiating workflows, and results may be saved in a common format.
o HP SRA
 Assist customer with request analysis, identifying requests that have a high priority for
automated fulfillment. Priority will be based on ease of automation, current estimated cost of
fulfillment, and frequency of event.
 Optional: remove if you don’t include a bucket of hours or specific workflow automation. Based
on Customer documentation, create workflows to automate responses for three (3) requests..
NOTE: This following section is required if pre-existing IP (such as Agile Accelerator, Blueprint for
Service Manager, or other IP from PS Labs will be included in the solution). All pre-existing IP must be
marked “HP Confidential” and include the End-user License Agreement (EULA) for such materials. The
IP Ownership of Deliverables is addressed separately in the governing Agreement.
HP may provide HP tools, templates, and other pre-existing intellectual property of HP during the
course of providing Services (“HP Pre-existing IP”). HP Pre-existing IP does not include, nor is
considered a part of, either the Deliverables or HP Products. HP retains all intellectual property
ownership rights in such HP Pre-existing IP, as set forth in the terms governing this document. All HP
Pre-existing IP is HP Confidential Information. For purposes of this SOW, HP Pre-existing IP may
include: (a) _____; (b)… [clearly identify any other HP Pre-existing IP for this engagement]., as further
described herein.
1.3. Services Approach

HP Software Professional Services will implement the services described in this SOW via a phased
rollout, This phased rollout will provide checkpoint milestones and deliverables to Customer allowing for
their acceptance before commencing the next phase of the implementation. As part of this
implementation, HP will perform the following work streams:
A. Phase 1: Planning. Work with project stakeholders to identify success criteria, roles and
responsibilities, management procedures, and risks required for the implementation. At the end
of this phase, Customer and HP will have a documented and agreed upon the product goals,
outcomes, and governance to support the implementation.
B. Phase 2: Solution Design. Work with the technical stakeholders to detail the use cases,
architect the solution, and detail acceptance testing activities. Review current customer IT
management processes impact on use cases and project rollout. At the end of this phase, the
Customer and HP have an agreed upon Solution Design document to guide future
implementation phases.

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C. Phase 3: Build in DIT Environment. Install identify software here in the Development and
Integration Testing (DIT) Environment and configure them to support the automated deployment
of the use cases in this SOW: list use cases here. Delete if No UAT. Build out the User
Acceptance Testing (UAT) environment and promote all content to UAT environment for testing.
At the end of this phase, Customer and HP have complete all built content necessary for use
cases in the DIT environment, promoted them to the UAT environment, and completed
acceptance testing.
D. Phase 4: Activate. Build out the Production (PROD) environment and promote all accepted
UAT content to the PROD environment. Perform final readiness and failover testing before
promoting the PROD environment to full production status. Perform enablement activities
identified in the Planning and Solution Design phases. At the end of this phase, the solution has
been moved into Production and key stakeholders have been enabled to use the provided
solution.

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2. Project Scope
This project includes the following work packages:
2.1. Services
HP consultants will provide Services related to the following activities:
Work Package – Advanced OO Planning

Pre-Requisites Signed SoW
HP Activities 1) Lead a two (2) day Project Kickoff Meeting with project stakeholders to do the
following:
a) Review goals and objectives of this engagement:
i) Discuss goals/objectives here. Since this is a typical planning effort,
goals/objectives should focus on goals or use cases. You may
skip/delete this section if you’re using the KPI section, below.
b) Define and review use cases for this engagement:
i) Define use cases here.
c) Identify success criteria and department level Key Performance Indicators
(KPI’s) for this engagement fill out KPI’s below. Samples are provided:
i) Customer will assign a saving to each workflow created so OO can
measure total saving based on number of workflow runs times the
saving per run.
d) Identify and document project management processes and information:
i) Identify project team members and stakeholders
ii) Define and review roles and responsibilities relating to project
implementation
iii) Define and review onsite and offsite schedule
iv) Define and review project risk assessment, issues, and dependencies
v) Identify and document project milestones and timelines
vi) Define and review project change management procedures
vii) Define and review escalation procedures
viii) Define and review use case acceptance procedures
ix) Define and review reporting and communications procedures
e) Identify training and knowledge transfer requirements
f) Review and validate requisites for project initiation: facilities access,
phone usage, internet access, and security clearance requirements
g) Review project resources and proposed schedule. Identify required
Customer stakeholders and subject matter experts (SME) for this work
package per the following table:
Customer Resource Participation Requirement
Project Sponsor 50%
Project Manager 75%
Lead Architect/Technical Lead 50%
2) Verify a Customer Pre-requisite Checklist is available. It should be attached
to the SOW (as an attachment). If you’re rolling up several products/use
cases, you may need to combine several template checklists. Document
project management information in the Project Definition Document. Send

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Project Definition Document and Customer Pre-requisite Checklist to
Customer via email.
3) Lead a two (2) hour followup meeting with project stakeholders to do the
following:
a) Review any feedback on Project Definition Document.
b) Delete if no checklist available. Verify Customer readiness per the
Customer Pre-requisite Checklist.
4) Upon verifying Customer readiness and agreeing to implementation
schedule, schedule HP technical resources.
Customer 1) Attend Project Kickoff Meeting and any follow-up meetings.
Responsibilities 2) Provide feedback on Project Definition Document
3) Verify Customer readiness per Customer Pre-requisite Checklist
Deliverables 1) This project does not include deliverables.
Assumptions & 1) None

Exclusions
2.1.1. Advanced OO Solution Planning

Pre-Requisites Signed SoW
HP Activities 1) Lead a two (2) day Project Kickoff Meeting with project stakeholders to do the
following:
a) Review goals and objectives of this engagement:
i) Discuss goals/objectives here. Since this is a typical planning effort,
goals/objectives should focus on goals or use cases. You may
skip/delete this section if you’re using the KPI section, below.
b) Define and review use cases for this engagement:
i) Define use cases here.
c) Identify success criteria and department level Key Performance Indicators
(KPI’s) for this engagement fill out KPI’s below. Samples are provided:
i) Customer will assign a saving to each workflow created so OO can
measure total saving based on number of workflow runs times the
saving per run.
d) Identify and document project management processes and information:
i) Identify project team members and stakeholders
ii) Define and review roles and responsibilities relating to project
implementation
iii) Define and review onsite and offsite schedule
iv) Define and review project risk assessment, issues, and dependencies
v) Identify and document project milestones and timelines
vi) Define and review project change management procedures
vii) Define and review escalation procedures
viii) Define and review use case acceptance procedures
ix) Define and review reporting and communications procedures
e) Identify training and knowledge transfer requirements

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f) Review and validate requisites for project initiation: facilities access, phone
usage, internet access, and security clearance requirements
g) Review project resources and proposed schedule. Identify required
Customer stakeholders and subject matter experts (SME) for this work
package per the following table:
Project Sponsor 50%
Project Manager 75%
2) Verify a Customer Pre-requisite Checklist is available. It should be attached to
the SOW (as an attachment). If you’re rolling up several products/use cases,
you may need to combine several template checklists. Document project
management information in the Project Definition Document. Send Project
Definition Document and Customer Pre-requisite Checklist to Customer via
email.
3) Lead a two (2) hour followup meeting with project stakeholders to do the
following:
a) Review any feedback on Project Definition Document.
b) Delete if no checklist available. Verify Customer readiness per the
Customer Pre-requisite Checklist.
4) Upon verifying Customer readiness and agreeing to implementation schedule,
schedule HP technical resources.
Customer 1) Attend Project Kickoff Meeting and any follow-up meetings.
Responsibilities 2) Provide feedback on Project Definition Document
3) Verify Customer readiness per Customer Pre-requisite Checklist
Exclusions
2.1.2. Advanced OO Solution Design

Work Package – Advanced OO Solution Design
Pre-Requisites 1) Signed SOW.
HP Activities 1) Lead a series of Solution Design Review Meetings over one (1) week to do the
following:
a) Review use cases to be implemented in this SOW: Summarize use cases
below, or select one of the generic use cases (clip, IT process, request).
i) IT Request Fulfillment Increase automation in the IT request fulfillment
process, including:
(1) Identify the request management system and define any interfaces
between HP OO and the request management system.
(2) Analyze requests and prioritize based on estimated cost to
automate, estimated current cost of fulfillment, frequency of event,
and Customer priorities.
ii) Prioritize use cases based on cost to automate, expected saving per
workflow run, expected frequency of workflow use, and customer input
b) In support of the functional architecture, define and document the following
for one (1) workflow template and each specific use case:
i) Ordered list of steps for each use case

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ii) Inputs and outputs for each step of each use case
iii) Acceptance tests for each use case
c) Define and document security configuration:
i) Identify, select, and document user authentication methods: LDAP,
internal, and Lightweight Single Sign On (LWSSO)
ii) Review customer roles and map customer roles to HP OO provided
roles.
d) In support of measuring project success, identify or estimate current costs
for each use case that will be automated as part of this SOW.
e) Define and document acceptance tests for the use cases defined above
f) Gather the following Customer input necessary to define the use cases
above:
g) Review application architecture options based on Customer requirements,
including expected use cases, network and firewall configuration, and
expected load.
h) Review Application architecture and document customer requirements
regarding application scalability and resilience.
i) Review Customer’s existing Service Management practices and identify
and document integration points with the HP OO Architecture, including:
i) Request management practices
ii) Change management practices
iii) Configuration management practices
iv) Release management practices
v) Asset management practices
vi) Service monitoring practices
j) In support of the technical architecture, review and document technical
requirements for this project:
i) Server hardware requirements
ii) Server OS requirements
iii) Database requirements
iv) Firewall requirements
v) Access requirements
k) Gather Customer input for the Solution Design Document, including:
i) Hostnames and IP addresses for servers running software installed in
this SOW
2) Complete the Solution Design Document and send it to the Customer via email.
3) Schedule a two (2) hour follow-up meeting to review Customer feedback for the
Solution Design Document.
4) Modify the Solution Design Document based on Customer feedback. Send the
completed Solution Design Document to the Customer via email.
Customer 1) Provide resources to provide input and review the design built in this work
Responsibilities product. Expected resource utilization is defined in the following chart:
Project Sponsor 50%
Project Manager 50%
Subject Matter Experts for As needed, ~10%
Database, Network, and
Infrastructure
Assumptions & 1) Architecture will be in accordance with officially supported underlying platforms

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Exclusions and versions as defined in the HP compatibility matrices and sizing guides.
Installation and configuration of application components on unsupported
platform(s) is out-of-scope of this engagement.
2) At HP’s discretion, the Solution Design Document may include application or
functional components that are out of scope for this project. In these situations,
these components are provided to facilitate long term planning and will be
marked “roadmap” or “future” in the architecture document.
2.1.3. Infrastructure Build, DIT

Work Product – CSE Infrastructure Build, small, non-HA
Pre-Requisites 1) Customer readiness verified and per Customer Pre-requisite checklist.
2) Solution Design Document accepted.
3) HP resources scheduled.
HP Activities 1) Per the Solution Design Document, install the HP OO in the DIT
environment:
a) Install one (1) HP OO 10.0 Central with latest patches.
b) Optional for DIT environments. Connect HP OO 10.0 Central with one (1)
Customer supplied database.
c) Install one (1) HP OO 10.0 Studio with latest patches.
d) Install up to one (1) HP OO 10.0 RAS with latest patches.
2) Configure the HP OO software stack:
a) If HP OO Central or RAS is installed on a Linux server, configure service
to automatically start.
b) Import latest HP OO Content Pack
3) Review and configure users and roles for HP OO:
a) Create up to one (1) role.
b) Create up to four (4) internal users and map the users to existing roles.
c) Add up to one (1) LDAP authentication configuration.
d) Map up to two (2) LDAP groups to an HP OO role.
4) Verify HP OO software installation by running one (1) one HP provided
workflow on a target server.
5) Complete As-Built Documentation:
a) A document containing specific options and configurations used to install
the OO software. As-Built Documentation provided in MS Office format,
formatted in accordance with HP document template of up to six (6)
pages in length excluding cover, table of contents, or appendix. This will
be a soft copy provided via an email attachment.
Customer 1) Provide hardware, software, and software licenses as outlined in the HP OO
Responsibilities Customer Pre-requisite Checklist
2) Provide administrative access to servers that will run the OO software.
3) Download and/or shipment of HP Software installation media has been
completed and media are available on site.
4) Provide resources to participate in product installation. Expected resource
utilization is defined in the following chart:
Project Sponsor As needed
Project Manager 25%

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Work Product – CSE Infrastructure Build, small, non-HA

Subject Matter Experts for As needed, ~25%
Database, Network, and
Infrastructure
Assumptions & 1) Deployment will be in accordance with the Solution Design Document.
Exclusions 2) To maintain a single solution document, HP may choose to add the As-Built
documentation to the existing Solution Design Document.
2.1.4. Infrastructure Build, QA

Work Product – OO Infrastructure Build, small cluster
HP Activities 1) Per the Solution Design Document, install the HP OO in QA environment:
a) Install one (1) HP OO 10.0 Central cluster with latest patches on up to
two (2) servers.
b) Connect HP OO 10.0 Central with one (1) Customer supplied database.
d) Install up to one (1) HP OO 10.0 RAS with latest patches.
b) Configure one (1) external URL in HP OO for customer supplied load
balancer.
c) Import latest HP OO Content Pack
4) Verify HP OO software installation by performing the following tests:
a) Run one (1) one HP provided workflow on a target server.
b) Bring down one (1) node in the cluster, then verify ability to login and run
one (1) HP provided workflow on a target server.
2) Configure and test high availability or failover capabilities of the customer
provided database.

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provided http load balancer.
Project Manager 25%
Subject Matter Experts – Identify As needed, ~25%
subject matter experts based on
systems interfacing with OO,
typically an application
administrator.
2.1.5. Infrastructure Build, PROD

HP Activities 6) Per the Solution Design Document, install the HP OO in the PROD
environment:
a) Install one (1) HP OO 10.0 Central cluster with latest patches on up to
two (2) servers.
b) Connect HP OO 10.0 Central with one (1) Customer supplied database.
d) Install HP OO 10.0 RAS with latest patches on up to four (4) servers.
b) Configure one (1) external URL in HP OO for customer supplied load
balancer.
c) Import latest HP OO Content Pack
9) Verify HP OO software installation by performing the following tests:
a) Run one (1) one HP provided workflow on a target server.

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b) Bring down one (1) node in the cluster, then verify ability to login and run
one (1) HP provided workflow on a target server.
provided database.
provided http load balancer.
Project Manager 25%
administrator.
2.1.6. Workflow Build

Work Product – Build and Test a Workflow
Pre-Requisites 1) DIT environment available
2) Workflow design complete in Solution Design Document
HP Activities 1) Spend four hundred forty (440) hours designing, building, and testing
workflows in the DIT environment. This time includes:
a) Identifying and documented workflow functionality.
b) Coding and testing workflows or OO operations.
c) Testing interfaces to non-OO systems, including, but not limited to
servers, databases, and third party applications.
d) Modifying workflows in DIT environment based on Customer feedback
from UAT testing and modifying workflow

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Work Product – Build and Test a Workflow

e) Participation in routine project management and project governance
activities, primarily status updates and reporting.
f) Assisting Customer in the UAT or PROD environments at Customer
request
Customer 1) Delete if no UAT environment. Lead acceptance testing of content in the
Responsibilities UAT environment. Provide feedback and requested changes based on
acceptance testing. Assist in prioritizing requests.
2) Provide access to the following systems: DIT, UAT, and any third party
applications integrated to HP OO in these workflows.
3) Provide resources to participate in service design creation and testing.
Expected resource utilization is defined in the following chart:
Project Manager 25%
administrator.
Assumptions & 1) Documentation for an API or command line interface is available when
Exclusions creating workflows that interface with third party applications.
2.1.7. Content Promotion and Testing

Work Product – Content Promotion and Testing
Pre-Requisites 1) At least one workflow in DIT ready for promotion to UAT.
2) UAT and PROD environments available.
HP Activities 1) Review customer’s release management processes that impact content
promotion from DIT to UAT to Production.
2) Document procedures for moving workflow content from one environment to
another environment.
3) Verify documented promotion procedures by promoting workflows developed
as part of this project from DIT to UAT.
Customer 1) Lead acceptance testing of content in the UAT and PROD environments.
Responsibilities Provide feedback and requested changes based on acceptance testing.
Assist in prioritizing requests.
2) Provide resources to participate in acceptance testing. Expected resource
Project Sponsor As needed, ~25%
Project Manager 50%
End Users 50%

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Work Product – Content Promotion and Testing

Exclusions
2.1.8. Activation
Work Product – Activation
Pre-Requisites 1) Content developed in this SOW successfully promoted to UAT
HP Activities 1) Provide assistance to the Customer project team in the acceptance testing
phase for up to three (3) use cases identified in the Solution Design
Document:
a) Review Customer testing scenarios.
b) Support Customer project team during execution of up to one (1) test
cycle(s).
c) Support Customer project team in capturing and documenting issues
identified during the execution of test.
d) Document and review follow-up and resolution recommendations for
issues identified during the execution phase.
2) Validate readiness of PROD environment for handover.
3) Promote workflows developed in this SOW from the UAT environment to the
PROD environment.
4) Review all KPI’s tracked by HP OO and identify progress based on these
KPI’s and goals defined in the planning stage. KPI’s track by OO include
review list, but it should be accurate:
a) Total workflow savings (saving/workflow x number of workflow runs).
5) Delete if no ART included. Document regular maintenance, operations, and
support activities using HP ART.
6) Conduct knowledge transfer and enablement sessions for two (2) days:
a) Review system configurations.
b) Explain regular maintenance, operations, and support activities.
c) Review ART material developed to document maintenance, operations,
and support activities.
Customer 1) Take the lead role(s) in performing acceptance testing
Responsibilities 2) Customer project team has completed HP OO training, including:
a) Operations Orchestration Essentials
b) Operations Orchestration Flow Development
c) Operations Orchestration Intermediate and Advanced Authoring
3) Provide resources to participate in acceptance testing. Expected resource
Project Sponsor As needed, ~25%
Project Manager 50%
Deliverables 1) This project does not include deliverables

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Work Product – Activation

Exclusions
2.2. Deliverables
Both parties agree and acknowledge that this SOW does not include the provision of Deliverables.
2.3. Project Management

If no project manager is being invoiced to Customer or budgeted in the SWIPER, this section must be
deleted or modified to reflect which HP personnel, if any, is performing any of the duties set forth in this
section.
2.3.1. Project Manager or HP Lead Consultant
A Project Manager is only applicable where a Customer pays a separate charge or it has been
budgeted in the SWIPER. If a Project Manager is not accounted for in the SWIPER, delete this section.
If a part-time Project Manager is assigned please remove responsibilities that will not be managed.
HP will designate a part-time Project Manager or HP Lead Consultant (x hours a week) to manage HP
resources and to be the Customer’s primary contact with HP regarding the following:
 Management of scope (formal or informal requests for changes)
o Manage cost, schedule, quality, and change control
o Authorizing work
o Managing subcontractors
 Conducting Status Meetings and preparing Status Reports
o Performing risk assessment and mitigation
o Communicating status and issues
o Communicating what is required from Customer as part of the engagement
 Other activities as specified in this SOW
o Developing the project plan and schedule
o Managing project financials
o Managing team performance
2.3.2. Project Schedule

Optional Section: Typically we should be providing at least a basic project plan even for a one week
engagement, but if for any reason we will not be providing a project plan as part of a project, delete this
section.
The <HP Project Manager or HP Lead Consultant> will create a Project Schedule that identifies and
describes the activities and tasks required to provide the Services described in Section 2.1. Significant
changes, i.e., changes end date or requires additional hours to the Project Schedule will be reviewed
under the Change Management Process, described in Section 5.2.
Optional Section Below is a tentative high level schedule for the project. Dates shown on the schedule
may change depending on the start date of the Services. Insert table and/or graphic showing high level

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dates and corresponding activities (if applicable). Timelines should be stated as weeks/months vs.
specific months/dates.>
2.4. Quality Assurance and Risk Assessment

This section is optional. Include or delete as appropriate.
HP may periodically conduct a Quality and Risk Assessment review at Customer’s site(s) focusing on
project management and/or technical architecture and execution. Additional review of project planning
and controls may also be performed. To help provide effective quality and risk review, Customer
agrees to participate in interviews of the project sponsor and key Customer management staff, at least
once during the duration of this SOW.

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3. Project Responsibilities
INCLUDE specific project/engagement responsibilities that are unique to this project and that not
already included in prior sections. The bullets below represent the common Customer & HP
responsibilities that should be reviewed and included if applicable. Additional responsibilities not
covered in the list below, must be added.
This section describes general Customer and HP responsibilities relative to this SOW. HP’s ability to
fulfill its responsibilities relative to this SOW is dependent upon Customer fulfilling the Customer
Responsibilities described below and elsewhere herein.
3.1. Customer Responsibilities

Ok to edit or add to this section
A) Assign a Project Sponsor who:
 Is available to HP personnel for the life of the project
 Acts as an escalation point when conflicts cannot be resolved by the Project Manager.
B) Assign a Project Manager who is:
 Responsible for all Customer aspects of this project.
 Authorized to make all decisions relative to the project, including identification and
assignment of Customer resources.
 Available to HP consulting personnel during the provision of Services described in this
SOW.
 Is authorized to sign status reports, approve consultant hours, and approve project
changes.
 Will coordinate all interviews or meeting schedules
 Authorized to approve project changes.
C) Assign managers and other personnel, as appropriate, with the requisite skills and expertise to
work with HP throughout the project. Delays in providing this staffing may lead to a Change
Order, and result in additional cost and/or delay in completion of the Services. Customer will
make the following persons available for consultation with HP staff at times mutually agreed by
HP’s Project Manager or point of contact and Customer’s Project Manager:
 [list resource title]
D) In the event this SOW contains a Project Schedule, Customer is responsible for schedule
management and execution.
E) Purchase or provide all hardware, software licenses, staff, current maintenance contracts, and
environments necessary for HP to provide the Services described in this SOW. HP will provide
laptops with standard commercial software for its consultants.
F) Provide HP personnel access to Customer’s building facilities, computer room facilities,
systems, passwords, etc., as needed, during normal business hours as well as after hours, if
needed. If systems credentials or systems access is delayed or incomplete, any Services
necessary to correct problems created thereby shall be treated as a Customer requested
Change Order and subject to the Change Process described in Section 5.2.

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G) Provide a suitable work area commensurate with the number of on-site HP consultants. The
work area will include desks, chairs, telephones, internet/HP network access through a VPN,
and access to copiers and office supplies.
H) Perform any backups needed before changes are made and backup the target systems and
work implemented by HP.
I) Provide accurate, complete and timely information, business and technical data or
documentation as requested by HP to perform the Services.
J) During the provision of the Services described in this SOW, HP may be required to install copies
of third party or HP branded software and will be required to accept license terms
accompanying such software on behalf of Customer. It is Customer’s responsibility to review
such license terms at the time of installation, and Customer hereby authorizes HP to accept
such license terms on its behalf.
K) If HP's performance under this SOW depends upon services, hardware or software being
supplied by third parties. Customer is responsible for obtaining all such third-party hardware,
software, and consulting services, which are a prerequisite or dependency to HP’s performance
under this SOW. Customer is also responsible for any such third-party product and/or service
charges and fees.
3.2. HP Responsibilities
Ok to edit or add to this section
A) Provide a single point of contact to Customer during provision of Services described in this
SOW for coordination and scheduling of project tasks, documentation and any changes to
scope requiring a Change Order.
B) Perform the Services set forth herein.

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4. Assumptions, Dependencies, Limitations and

Exclusions
INCLUDE specific Assumptions, Dependencies, Limitations, and Exclusions unique to this
project/engagement and not already included at the end of this section. The bullets below represent
the most common assumptions that should be reviewed and included or not included, as applicable.
This is not intended to be a complete list, and additional items should be added.
A) Note: You must include planned worksite address for order booking/tax purposes. Services
described in this SOW will be performed at Customer’s facilities as specified in Section 7.2
and/or at HP consultant local office locations.
B) HP uses a forty (40) hour billable work week as its standard.
C) The on-site/off-site schedule of the HP team will be mutually agreed upon prior to the
commencement of the Services. HP and Customer agree to plan an on-site/off-site schedule
that leverages off-site Services as much as possible.
D) HP may choose to utilize qualified subcontractors. Customer agrees to conduct any
subcontractor Project-related communications through the HP Project Manager.
E) Any Services not documented in Section 2 are considered outside the scope of this SOW.
This SOW does not include the creation of Deliverables.
F) This SOW does not contemplate the sale of products or support services, which shall require
the necessary terms and conditions for such purchase pursuant to a separate agreement
between the parties.
G) The Services described in this SOW do not include delivery of Services provided by HP
Software Support, including fixing of software bugs. Customer is responsible for maintaining a
valid support contract with HP and contacting HP Software Support for support-related issues.
H) HP and Customer acknowledge completion of this project will require full and mutual good faith
cooperation. Where agreement, approval, acceptance, consent or similar action by either party
is required by any provision of this SOW, such action will not be unreasonably delayed or
withheld. Customer agrees that to the extent its failure to meet its responsibilities results in a
failure or delay by HP in performing its obligations under this SOW, HP will not be liable for such
failure or delay.
I) Note: This provision is optional A joint steering committee consisting of Customer and HP
management staff will be established for the purpose of this project within the first ten (10) days
following the official start date of this project (“Project Steering Committee”)

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5. Other Considerations
5.1. Services Acceptance
Services rendered pursuant to this Statement of Work are accepted upon performance.
5.2. Change Management Process

5.2.1. Definition
“Change Order" means an agreed upon change or modification to the Services or other material
aspect of this SOW. Requests by Customer and recommendations by HP for Change Orders are
subject to the procedures set forth below and will be made in writing utilizing the HP Change Order
Form.
5.2.2. Procedures
A) Either party may request a change to the Services described in this SOW. All changes must be
requested in writing and prepared by HP and will be signed by the appointed representative for
each party. HP may charge a reasonable fee for investigating, preparing or initiating a Change
Order at Customer's request.
B) Change Order requests will be processed as soon as is commercially reasonable. The change
will be evaluated and any project impact will be identified. The cost, scope, and schedule
impact, if any, of the change will be analyzed and documented by HP utilizing the HP Change
Order Form. The change impact will then be processed for Customer authorization or closure.
C) Change Orders will include the following:
 A description of any additional Services to be performed and/or any changes to the
performance required of either party.
 A statement of the impact of additional Services or changes to Services or other
requirements of the SOW.
 The estimated timetable for completion of the Services specified in the Change Order and
the impact, if any, on pricing and payments.
 Specific roles and responsibilities affected by the Change Order will be identified when
applicable.
 The documentation to be modified or supplied as part of the additional or changed Services.
D) All Change Orders must be mutually agreed by the parties. Pending such agreement, HP will
continue to perform and be paid as if such Change Order had not been requested or
recommended, provided that if either party proposes a Change Order which, in HP's judgment,
represents a material change in the Services and such Change Order remains outstanding for
thirty (30) days or is rejected by Customer, HP will have the right to terminate this SOW.
5.3. Escalation Process

Timely resolution of issues is critical to maintaining project control and Customer satisfaction. The
purpose of the escalation process is to ensure issues are identified and resolved quickly. The

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escalation process provides a mechanism to alert Project Managers or HP Lead Consultant and other
management personnel of issues not being resolved. Either HP or Customer may escalate a project
issue as follows:
 Raise the issue initially to the HP and Customer Project Managers or HP Lead Consultant. .
 If not resolved at this level, an issue report will be generated and the issue will be escalated to
the Customer Project Sponsor and HP Delivery Manager.
 If the issue cannot be resolved within a predetermined period or falls outside the authority of the
Customer Project Sponsor or HP Delivery Manager, it will be escalated to the Project Steering
Committee or equivalent if there is no Project Steering Committee.
.

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6. Services Commencement
A specific start date or anticipated start month must be set forth here for the order to be bookable
Services are anticipated to begin on <Start Date as “Month/Date/Year” or “Month Year”> and continue
until <End Date as “Month/Date/Year” or “Month Year”>.
The dates may be modified by the parties from time to time and should not be construed as a firm
contractual commitment, unless otherwise specifically agreed to herein by the parties for payment or
other purposes.

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7. Order and Payment Information

7.1. Price
HP will provide the Services on a time and expense basis at the rates set forth in the table below. Note:
Insert table data where appropriate and hide rows not applicable to this SOW.

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Note: Include this note statement if pre-ordered services are included in the fee table: The labor hours
that were pre-ordered on <QA XXXXXXX /COMPASS ID #XXXXXX> that are included in this SOW are
as follows: Consulting <x hours <resource level @ $x/hour for a total preordered amount of
$totalamount>.
This SOW has an estimated total price of <$insert total amount fees + expenses> (“Spending
Authority”). These estimates are for Customer’s budget purposes and are not a guarantee that HP
can complete all Services within the price currently estimated. Customer agrees to issue its purchase
order in the amount of this Spending Authority to enable HP to begin performing Services. Only actual
utilization will be invoiced; unused time will not be invoiced. If HP estimates that more time or resources
are needed to complete the project, the parties will negotiate a mutually acceptable Change Order or
HP will stop work when the Spending Authority is exhausted. HP will not provide Services or invoice
Customer beyond Customer Spending Authority unless HP receives additional authorization from the
Customer.
HP's Services are provided on time and expense basis to provide the Customer with a flexible means
of obtaining experienced consultants from HP. Working at the direction of the Customer, HP
consultant(s) will perform the Services based on the list of activities described in this SOW, which may
be amended from time to time by mutual agreement of the parties. This Service provides
Customers with the ability to direct the efforts of the HP consultant in the most effective manner to
accomplish Customer’s business objectives.
7.2. Order Information and Payment Schedule

Invoices for Services and expenses will be sent monthly. Note: Include the following statement if not
referencing HP Single Engagement Terms or Agreement which includes such statement, otherwise
delete: Customer agrees to pay, without offset, all invoiced amounts within thirty (30) days of HP’s
invoice date.
HP will track and invoice Customer for actual and reasonable expenses, including but not limited to
travel, lodging and meals in accordance with HP’s travel policy and as incurred by HP in connection
with the Services. HP’s estimate for travel assumes (insert how you determined the travel, e.g. 15% of
labor, X number of trips, $50/hr, etc.)
Prices are exclusive of, and Customer shall pay HP or reimburse HP, any and all taxes, duties, levies or
fees, or other similar charges imposed on HP or on the Customer by any taxing authority (other than
taxes imposed on HP's income) however designated or levied, based upon or arising from the provision
of such Services or the charges for such Services, unless Customer has provided HP with an
appropriate resale or exemption certificate before the associated Services are performed and charges
made. If Customer requests that specific HP personnel perform Services outside the city, state,
province, or country in which such personnel are based, Customer shall reimburse HP for increased
taxes and related out of pocket costs incurred by HP and/or its personnel as a result of providing such
Services.
ORDERING INFORMATION Consulting Engagement ID:

Delivery Site: Invoice to:

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See Order and Payment Notes below for other terms which may be required for this SOW:
Daily Rate Request
If Customer insists on a daily rate, you can quote the hourly equivalent of the daily rate in the fees table
and include this statement in the text below the fees table: “HP estimates this effort at <word (#)>
“working days.” A “working day” is defined as one (1) person working eight (8) hours per day. Invoices
will reflect hourly billing, including incremental hours worked that are less than one (1) working day or
extra hours beyond eight (8) hours per day.
Additional Payment Schedule Requirements/Options which may be required for this SOW based on
Section 7.1. If additional assistance is required, contact Deal Desk Manager:
Full Carve (“FREE”) expenses not included (Customer will be invoiced) – Customer has pre-ordered
the labor hours for Services described in the SOW on <QA XXXXXXX /COMPASS ID #XXXXXX> as
follows: Consulting <x hours <resource level @ $x/hour for a total preordered amount of $totalamount>.
This offering consists of the Services described herein and Customer agrees to issue its purchase
order in the amount of $XX,XXX (“ Spending Authority”) for expenses to enable HP to begin performing
Services. Invoicing will be sent monthly for expenses. Standard HP consulting rates apply to any
changes in the scope of this offering. The execution of the Services described herein must
be completed within a one (1) year period from purchase (contract execution). At the end of the one (1)
year period, HP’s full obligation to execute Services contained herein is considered fulfilled. If additional
Services are needed after the expiration of the one (1) year period, the Services must be mutually
agreed upon by both parties in writing and paid for by the Customer at the then current HP Professional
Services rates.
Customer pays for labor - expenses included – Customer has pre-ordered the Services described in the
SOW on <QA XXXXXXX /COMPASS ID #XXXXXX> as follows: Consulting <x hours <resource level
@ $x/hour and expenses @ $XX,XXX for a total preordered amount of $totalamount>.
This offering consists of the Services described herein. Invoicing will be sent monthly for Services and
expenses. Standard HP consulting rates apply to any changes in the scope of this offering. The
execution of the Services described herein must be completed within a one (1) year period from
purchase (contract execution). At the end of the one (1) year period, HP’s full obligation to execute
Services contained herein is considered fulfilled. If additional Services are needed after the expiration
of the one (1) year period, the Services must be mutually agreed upon by both parties in writing
and paid for by the Customer at the then current HP Professional Services rates.
Customer pays for labor - expenses not included – Customer has pre-ordered the Services described
in the SOW on <QA XXXXXXX /COMPASS ID #XXXXXX> as follows: Consulting <x hours <resource
level @ $x/hour for a total preordered amount of $totalamount>.
This offering consists of the Services described herein and Customer agrees to issue its purchase
order in the amount of $XX,XXX (“ Spending Authority”) for expenses to enable HP to begin performing
Services. Invoicing will be sent monthly for Services and expenses. Standard HP consulting rates
apply to any changes in the scope of this offering. The execution of the Services described herein must
be completed within a one (1) year period from purchase (contract execution). At the end of the one (1)
year period, HP’s full obligation to execute Services contained herein is considered fulfilled. If additional
Services are needed after the expiration of the one (1) year period, the Services must be mutually
agreed upon by both parties in writing and paid for by the Customer at the then current HP Professional
Services rates.

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Travel Expense Options

To use any of these options, replace the travel expense sentence in the Order Information and Payment
Schedule Section with the text following the option description.
For $50/hour flat rate (only an option for engagements of minimum 40 hours), use this text:
“Regardless of the fee structure described in Section ___ above, Customer shall pay HP fifty dollars
($50) per hour per onsite resource for travel expenses. A minimum of forty (40) hours of travel will be
billed for each onsite resource per onsite week.”
If this option is selected, add 5% fee to fee table and SWIPER (and delete this note):.For HP travel
policies, including receipts, use this text: Regardless of fee structure, Customer shall pay HP for actual
and reasonable expenses incurred by HP in connection with the Services and in accordance with HP’s
travel and expense guidelines. HP shall receive an administrative fee of five (5%) of Customer’s actual
expense charges for Customer requested itemized expense reporting with accompanying receipts.
If this option is selected, add 5% fee to fee table and SWIPER (and delete this note): For Customer
policy, including receipts, use this text (Delivery Management and/or Operations approval required for
use of Customer Policy and Customer Policy must be included as an attachment to the SOW):
Regardless of fee structure, Customer shall pay HP for actual and reasonable expenses incurred by HP
in connection with the Services and in accordance with Customer’s travel and expense guidelines. HP
shall receive an administrative fee of five (5%) of Customer’s actual expense charges for Customer
requested itemized expense reporting with accompanying receipts.
For Government Accounts subject to GSA policy, use this text (Delivery Management and/or Operations
approval required for use of Customer Policy and Customer Policy must be included as an attachment
to the SOW): Regardless of fee structure, Customer shall pay HP for actual and reasonable expenses
incurred by HP in connection with the Services and in accordance with Customer’s travel and expense
guidelines. HP shall receive an administrative fee of five (5%) of Customer’s actual expense charges
for Customer requested itemized expense reporting with accompanying receipts.
For projects that are priced to include the hourly travel expense fee in the hourly Services rates or
package, use this text: Expenses are included in the packaged price or hourly Services rates. HP will
not invoice Customer for additional travel expense without prior written Customer approval.

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8. Cancellation and Rescheduling

Customer may cancel or reschedule Services without charge if written notice of the cancellation or
rescheduling is received by HP at least ten (10) business days prior to such cancellation or
rescheduling taking effect; otherwise Customer shall pay HP an amount equal to forty (40) hours of the
cancelled or rescheduled Services rate for each scheduled HP resource. Customer shall promptly
reimburse HP for all non-cancelable expenses, including any airfare.

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9. Additional Terms List

Delete this Section and Update Table of Contents
if there are none provided
Optional Section. PS Deal Desk, HP Legal or HP Contract Negotiator will insert additional terms here if
required. If no additional terms are required, delete this section.
[NOTE: delete if no Software Education]: Purchase of Training Units for HP Software Education and
delivery of HP Software Education Services under this SOW shall be governed by the Software
Education Delivery Policies posted to: http://h20546.www2.hp.com/main/get_file.cfm?
code=9087&file=HPSE_DeliveryPolicies_USL(070811).pdf&sitepick=US
Note: in the event the governing Agreement is not Single Engagement Terms, and there is no right to
terminate the SOW for convenience in the governing Agreement, add the following:
Notwithstanding any provisions to the contrary in the Agreement, HP may terminate this SOW for
convenience upon thirty (30) days’ prior written notice to Customer.
NOTE: Delete if no HIPAA clause is identified in the Agreement]: Notwithstanding Section [insert
Section ID] in the Agreement, HIPAA regulations, including but not limited to Business Associate
regulations, do not apply to HP for this Project and therefore Section [insert Section ID] of the
Agreement is expressly excluded from this SOW.

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10. Authorization
In addition to Customer’s execution of this SOW, HP shall require a valid acceptable purchase order
referencing this SOW in order to begin to provide the HP Services hereunder and Customer represents
that its execution of this SOW is a binding commitment to purchase the HP Services described herein.
Customer agrees that the pre-printed terms of the PO shall not apply. However, in the event that
Customer does not issue purchase orders as a matter of business practice, Customer hereby
represents that: i) its signature on this SOW authorizes HP to provide the HP Services hereunder, and
ii) that Customer shall pay for HP Services provided to Customer without the necessity of a purchase
order, and iii) Customer will not contest payment for the provision of HP Services hereunder due to the
fact that no purchase order was issued.
Please use the link below to determine if Customer is on HP’s list of Customers Requiring POs
http://intranet.hp.com/finance/credit/Documents/Americas/Resource%20Information/Customers%20Requiring
%20PO.htm
If Customer is on the list, but states that they will not be issuing a PO and do not require a PO for HP to invoice
them for services, then CP needs to work with Dave Short (HP Field Credit Manager, NA) to have Customer
removed from the “PO Required List” for Services purchases or other purchases as appropriate.
Delivery of the Services is subject to satisfactory proof of Customer’s ability to pay.
Effective Date: longdate
Hewlett-Packard Company <Customerfullname >
Authorized Signature Authorized Signature
Printed Name Printed Name
Title Title
Date Date
Please fax your documents to:

Hewlett Packard Company
ATTN: <HP RECIPIENT NAME>
<HP RECIPIENT ADDRESS>
Phone: xxx.xxx.xxxx Fax: xxx.xxx.xxxx
Email: xxxxx.xxxxxxxx@hp.com

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Attachment A – HP Single Engagement Terms for Professional Services (version #006)

1. DEFINITIONS
a. Affiliate of a party means an entity controlling, controlled by, or under common control with that party.
b. Deliverable means the tangible work product resulting from HP’s performance of Professional Services
that is specified in a Transaction Document to be provided to Customer, excluding Products, Custom
Products, and modifications, enhancements, and derivative works thereto.
c. Hardware means computer and related devices and equipment, related documentation, accessories,
parts, and upgrades.
d. HP Branded means Professional Services bearing a trademark or service mark of Hewlett-Packard
Company or any Hewlett-Packard Company Affiliate.
e. Personally Identifiable Information (PII) means information which can be used to distinguish or trace an
individual’s identity – either alone or when combined with other personal or identifying information which
is linked or linkable to a specific individual.
f. Product means Hardware and Software listed in HP's standard price list at the time of HP's acceptance
of Customer’s order, including Hardware and Software that are modified, altered, or customized to meet
Customer requirements (“Custom Products”).
g. Professional Services means consulting, integration, or technical services performed by HP under a
Transaction Document. Professional Services excludes Hardware maintenance and repair, Software
maintenance, education services, or other standard support services provided by HP (“Support”);
software as a service; managed print services; and outsourcing services.
h. Software means machine-readable instructions and data (and copies thereof) and related updates and
upgrades, licensed materials, user documentation, user manuals, and operating procedures.
i. Statement of Work means an executed document so titled, that describes the Professional Services to
be performed by HP. The parties may utilize a Statement of Work or other form of Transaction
Document to describe the Professional Services.
j. Taxes means any present or future federal, state, local, foreign, or provincial taxes, assessments,
claims, permits, fees, and other charges of any kind, however designated, assessed, charged, or levied
now or hereafter, including without limitation sales, use, ad valorem, gross receipts, excise, transaction,
goods and services, value-added, or similar taxes, China Business Tax, COFINS, ISS, PIS, and other
taxes, assessments, claims, permits, fees, or amounts in whatever nature or in lieu thereof, and interest
imposed in connection therewith.
k. Transaction Document(s) means an accepted Customer order (excluding pre-printed terms) and in
relation to that order valid HP quotations, HP published technical data sheets or service descriptions,
and mutually executed Statements of Work or other mutually executed documents that reference these
Terms.
2. PROFESSIONAL SERVICES
a. Professional Services. HP will perform the Professional Services and provide Deliverables as described
in the relevant Transaction Documents and these HP Single Engagement Terms for Professional
Services (“Terms”).
b. Project Representatives. Each party will appoint an individual for each project who will serve as their
primary representative (“Project Representative”). The Customer’s Project Representative will be
available at all times when HP’s personnel are at Customer’s premises or will designate an alternate
with the same level of authority and project knowledge in the event of unavailability. Either party may
change its Project Representative at any time upon written notice. Each Project Representative will:
1. have overall responsibility for managing and coordinating the performance of the party it represents
in a prompt and professional manner; and
2. meet with the other party’s Project Representative at regular intervals to review progress and resolve
any issues relating to the Professional Services.
c. Changes. Requests by Customer and recommendations by HP for changes to the Professional Services
or Deliverables are subject to the HP change management procedures set forth in the applicable

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Transaction Document and shall become effective upon the execution date of such change order.
d. Dependencies. Customer will comply with the general obligations specified in these Terms, together with
any specific Customer obligations described in the relevant Transaction Document, in a timely manner.
Customer acknowledges that HP’s ability to deliver the Professional Services is dependent upon
Customer’s full and timely cooperation with HP, as well as the accuracy and completeness of any
information and data Customer provides to HP. Customer acknowledges that HP bids and Customer
has the right to acquire Professional Services and Products separately.
3. PRICES, INVOICE SCHEDULE, AND TAXES
a. Prices. Prices shall be as specified in the current local published HP price list at the time HP receives
Customer’s order or valid Transaction Document. Customer will be responsible for payment of
reasonable out of pocket expenses incurred by HP in connection with the performance of Professional
Services, including travel and travel-related expenses (such as lodging and meals), unless otherwise
stated in the Transaction Document.
b. Invoice Schedule and Payment Terms. Any applicable invoice schedule will be set forth in the
Transaction Document. Any Professional Services provided on a time and expense basis will be
invoiced monthly, unless otherwise agreed in the Transaction Document. Customer agrees to pay,
without offset, all invoiced amounts within thirty (30) days of HP's invoice date.
c. Taxes. Prices are exclusive of, and Customer shall pay HP or reimburse HP, any and all Taxes, duties,
levies or fees, or other similar charges imposed on HP or on the Customer by any taxing authority (other
than taxes imposed on HP's income) however designated or levied, based upon or arising from the
provision of such Professional Services or the charges for such Professional Services, unless Customer
has provided HP with an appropriate resale or exemption certificate before the associated Professional
Services are performed and charges made. If Customer requests that specific HP personnel perform
Professional Services outside the city, state, province, or country in which such personnel are based,
Customer shall reimburse HP for increased Taxes and related out of pocket costs incurred by HP and/or
its personnel as a result of providing such Professional Services.
d. Withholding Tax. If Customer is required by law to withhold and remit tax relating to the Professional
Services, Customer shall:
1. be entitled to reduce the payment by the amount of such tax;
2. withhold and remit such tax to the applicable tax jurisdiction;
3. assist HP to obtain the benefit of any reduced withholding tax under applicable tax treaties; and
4. furnish to HP a tax certificate or other acceptable evidence of payment of such tax as required by the
relevant taxing authorities.
4. ACCEPTANCE
Acceptance of Professional Services occurs upon HP’s performance of the Professional Services.
Acceptance of Deliverables occurs upon delivery, unless otherwise specified in the relevant Transaction
Document. If a Deliverables acceptance procedure is set forth in the relevant Transaction Document, such
procedure and associated remedies do not apply to Products or Custom Products, even if they can be used
in connection with the Professional Services or Deliverables.
5. CUSTOMER ORDERS
Orders are subject to acceptance by HP. The associated delivery schedule for an order shall not exceed
twelve (12) months, unless otherwise provided in a Transaction Document.
6. WARRANTY
a. Professional Services Warranty. HP warrants that the Professional Services will be performed in a
professional and workmanlike manner. HP will re-perform any Professional Services not performed in
accordance with the warranty in this section 6.a provided that HP receives written notice from Customer
within thirty (30) days after such Professional Services were performed. This will be Customer’s sole
and exclusive remedy for a breach of the warranty in this section 6.a.
b. Non-HP Branded Products. HP provides third-party Hardware and Software that are not HP Branded
“AS IS” without warranties of any kind, although the original manufacturers or third party suppliers of
such Hardware and Software may provide their own warranties.

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c. Disclaimer. HP DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR FREE OR THAT
THEY WILL BE COMPATIBLE WITH PRESENT OR FUTURE PRODUCTS OF HP OR OTHER
VENDORS. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR
REFERENCED IN THESE TERMS ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL,
IS EXPRESSED OR IMPLIED BY HP OR MAY BE INFERRED FROM A COURSE OF DEALING OR
USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW HP DISCLAIMS ALL IMPLIED
WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
7. INTELLECTUAL PROPERTY INFRINGEMENT
a. Third-Party Claims. HP will defend or settle any third party claim against Customer alleging that HP
Branded Professional Services or Deliverables provided under the applicable Transaction Document
infringes intellectual property rights (that existed or were issued or registered as of the date the relevant
Professional Services or Deliverables were provided to Customer) in the country where they are
provided, if Customer:
1. promptly notifies HP of the claim in writing;
2. cooperates with HP in the defense of the claim; and
3. grants HP sole control of the defense and settlement of the claim.
HP will pay infringement claim defense costs, HP–negotiated settlement amounts, and court-awarded
damages.
b. Remedies. If such a claim appears likely, HP may modify the HP Branded Professional Services or
Deliverable, procure any necessary license, or replace the affected Professional Services or Deliverable
with one that is at least functionally equivalent. If HP determines that none of these alternatives is
reasonably available, then HP will issue Customer a refund equal to a pro-rata portion of the charges
paid by Customer for the infringing Professional Services or Deliverable upon discontinuance of the
Professional Services or return of the Deliverable to HP.
c. Exclusions. HP has no obligation for any claim of infringement arising from:
1. HP’s compliance with Customer or third party designs, specifications, instructions, or technical
information;
2. modifications made by Customer or a third party;
3. Customer’s non-compliance with the Transaction Documents;
4. Customer’s use of the Deliverables with Hardware, Software, or services that are not HP Branded; or
5. any third party materials.
d. Sole and Exclusive. This section 7 states HP’s entire liability for claims of intellectual property
infringement.
8. INTELLECTUAL PROPERTY RIGHTS
a. Intellectual Property Rights. All copyrights, patents, trademarks, trade secrets, and any other intellectual
property rights existing prior to the effective date of the relevant Transaction Document shall belong to
the party that owned such rights immediately prior to the effective date.
b. HP Intellectual Property. As between HP and Customer, HP will own all materials (including, without
limitation, know-how, methodologies, processes, techniques, tools, forms, and templates), Software
(whether written or machine-readable), copyrights, patents, trademarks, trade secrets, and all other
intellectual property rights (“IPR”): i) owned by or licensed to HP or one of its Affiliates prior to the
effective date of the relevant Transaction Document hereunder, ii) all IPR developed by HP or one of its
Affiliates, and iii) all modifications, enhancements, and derivative works thereof (collectively “HP
Intellectual Property”).
c. License to HP. Customer grants HP a non-exclusive, worldwide, royalty-free right and license (or right
to use or sublicense) to use, copy, make derivative works of, distribute, display, perform, and transmit
Customer's and third parties' intellectual property rights to the extent necessary for HP to perform its
obligations and exercise its rights under these Terms.
d. Deliverables and License to Customer. HP shall retain all IPR in the Deliverables created hereunder.
HP grants to Customer a worldwide, non-exclusive, fully paid, royalty-free license to use, display,

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execute, reproduce, and distribute copies of such Deliverables for its internal use (including a license of
the same scope to HP Intellectual Property included in such Deliverable so long as such HP Intellectual
Property is necessary for the intended use of the Deliverable). Notwithstanding the foregoing, any third
party Software incorporated into any licensed Deliverable will be subject to the license terms applicable
to such Software. Customer’s license confers no title or ownership in the Deliverable and no rights in
any associated source code. HP will deliver one copy of the Deliverable to Customer.
e. Residuals. Notwithstanding anything in this Agreement to the contrary, each party shall be free to use
Residuals (as defined below) for any purpose provided that the party seeking to use Residuals did not
know at the time of such use that the Residuals were the Confidential Information of the other party.
“Residuals” means information that is received or developed under this Agreement and retained in the
unaided memory of one or more employees who have had access to the information. The parties agree
that the right to use Residuals shall not be deemed to grant either party any license under the other
party’s copyrights or patents.
9. CONFIDENTIALITY
a. In connection with the Professional Services described in the Transaction Document, either party may
receive technical information, information about product plans and strategies, promotions, customer
lists, and related technical, financial, or business information. Subject to the exclusions in section 9.d
below, such information will be treated as “Confidential Information” if one of the following apply:
1. If tangible and directly provided by the disclosing party to the receiving party, the information is
marked as confidential at the time of disclosure;
2. If disclosed orally, electronically, or visually, the disclosing party states or otherwise indicates that the
information is confidential; or
3. If, considering the nature of the information and circumstances of its disclosure, a reasonable person
would understand it to be confidential.
b. Confidential Information may be used by the receiving party only with respect to the performance of its
obligations under these Terms and the relevant Transaction Document, and only by the employees of
the receiving party and its employees, agents, or contractors who have a need to know such information
for purposes of this these Terms and the relevant Transaction Document. The receiving party will
protect, and cause its employees, agents, and contractors to protect, the disclosed Confidential
Information by using the same degree of care, but no less than a reasonable degree of care, to prevent
the unauthorized use, dissemination, or publication of the Confidential Information as the receiving party
uses to protect its own confidential information of a like nature.
c. The receiving party’s confidentiality obligation will be for a period of three (3) years after the date of
disclosure.
d. The confidentiality obligations of the parties will not extend to information that:
1. was in the receiving party’s possession before receipt from the disclosing party;
2. is or becomes publicly known without breach by the receiving party;
3. is rightfully received by the receiving party from a third party without a duty of confidentiality;
4. is independently developed or learned by the receiving party;
5. is disclosed by the receiving party with the disclosing party’s prior written approval; or
6. is required to be disclosed by the recipient by a governmental agency or law.
10. PRIVACY AND DATA PROTECTION LAWS
a. The parties acknowledge that the nature of the Professional Services to be provided pursuant to these
Terms is not intended to grant HP direct access to Customer’s Personally Identifiable Information (“PII”). In
the event HP has access to Customer PII (with the exception of business contact information of the
Customer and its representatives) such access will likely be incidental. Customer shall remain the data
controller of its PII at all times. To the extent HP has incidental access to Customer PII, HP agrees to treat
Customer PII as Confidential Information and to use or disclose such data only: (a) in furtherance of or in
connection with performing Professional Services pursuant to these Terms; (b) pursuant to a lawful
subpoena, service of process, or otherwise required or permitted by law; (c) as directed or instructed by
Customer; or (d) with the prior informed consent of the data subject about whom the PII pertains.

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b. Notwithstanding the foregoing, if Customer requests HP to process Customer PII in a Statement of Work,
then the parties will negotiate in good faith and set forth in any such Statement of Work the applicable
terms, conditions, and requirements related to the appropriate handling of any such PII, including additional
fees and costs to be payable to HP.
11. LIMITATION OF LIABILITY AND REMEDIES
a. Limitation of Liability. Except for the amounts in section 7 above and damages for bodily injury (including
death), HP's total aggregate liability is limited to the amount paid by Customer for the Professional
Services or Deliverable under the Transaction Document that is the subject of the claim. Each party will
have a duty to mitigate damages for which the other party is responsible.
b. Disclaimer. EXCEPT FOR CLAIMS BY A PARTY FOR INFRINGEMENT OF THEIR INTELLECTUAL
PROPERTY RIGHTS AGAINST THE OTHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES OF ANY
KIND OR FOR ANY DOWNTIME COSTS; LOST BUSINESS, REVENUES, GOODWILL, OR PROFITS;
FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO
DATA; OR SOFTWARE RESTORATION WHETHER OR NOT THAT PARTY WAS AWARE OR
SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH COSTS, EXPENSES, OR
DAMAGES.
c. Legal Theory. TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY
REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION,
BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT, OR OTHERWISE.
12. TERMINATION
a. Termination for Convenience. Either party may terminate the relevant Transaction Document to which
these Terms are attached for convenience upon thirty (30) days prior written notice to the other party,
unless otherwise prohibited by these Terms or in the Transaction Document.
b. Termination for Cause. Either party may terminate the relevant Transaction Document to which these
Terms are attached on written notice for cause if the other party fails to comply with these Terms or the
Transaction Document after the breaching party has been notified in writing of the nature of the failure
and been provided with a reasonable time to cure the failure. HP may suspend performance under the
Transaction Document a) without notice if Customer fails to timely pay fees or other amounts due under
the Transaction Document for two consecutive invoices or three invoices during any six month interval
or b) in the case of a Customer failure to perform that is unrelated to payment, if after ten (10) days
written notice from HP, Customer has not cured such failure.
c. Bankruptcy/Default Payment Terms. If either party becomes insolvent, is unable to pay its debts when
due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets
assigned, the other party may terminate the relevant Transaction Document to which these Terms are
attached without notice and may cancel any unfulfilled obligations. If Customer's financial condition
materially declines or its payment history with HP shows late payments or if its relationship with HP
merits such change, HP may change payment or credit terms.
d. Effect of Termination. Upon termination of a Transaction Document, Customer will pay HP for all
Professional Services performed, Deliverables provided, and charges and expenses incurred by HP up
to the date of termination, and Customer will receive all work in progress for which Customer has paid.
e. Effect of Termination of Licenses. HP may terminate Customer's license in the Deliverables upon notice
for failure to comply with these Terms. In the event of termination of Customer's license, Customer will
immediately destroy or return to HP the affected Deliverables and all partial or complete copies thereof,
or provide satisfactory evidence of their destruction to HP.
f. Survival. Any provision in these Terms which by their nature extend beyond the termination or expiration
will remain in effect until fulfilled and will apply to both parties' respective successors and permitted
assigns including without limitation, sections 3.c and 3.d. Any termination under this section 12 will be
without prejudice to the party's legal rights and remedies, including injunction and other equitable
remedies.
13. HIRING OF EMPLOYEES
Customer agrees not to solicit, or make offers of employment to, or enter into consultant relationships with,
any HP employee involved, directly or indirectly, in the performance of Professional Services hereunder for

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one (1) year after the date such employee ceases to perform Professional Services under these Terms.
Customer shall not be prevented from hiring any such employee who responds to a general hiring program
conducted in the ordinary course of business and not specifically directed to such HP employees.
14. GENERAL
a. Restricted Use. Professional Services and Deliverables acquired by Customer under these Terms are
solely for Customer's own internal use and are not for resale or distribution. Deliverables are not
specifically designed, manufactured, or intended for use as parts, components, or assemblies for the
planning, construction, maintenance, or direct operation of a nuclear facility. Customer is solely liable if
Deliverables purchased by Customer are used for these applications and will indemnify and hold HP
harmless from all loss, damage, expense, or liability in connection with such use.
b. Force Majeure. Neither party will be deemed to be in default hereunder, or will be liable to the other, for
failure to perform any of its non-monetary obligations under these Terms for any period and to the
extent that such failure results from any circumstance beyond that party’s reasonable control, and which
it could not have prevented by reasonable precautions or reasonable efforts provided that the exercise
of such reasonable precautions or reasonable efforts will not require the incurrence of any additional
cost or expense.
c. Assignment. Customer may not assign, delegate, or otherwise transfer all or any part of its rights or
obligations under these Terms without prior written consent from HP. Any such attempted assignment,
delegation, or transfer will be null and void.
d. Compliance with Laws. Each party agrees to be responsible for complying with all laws and regulations
applicable to its business.
e. Export and Import. Customer acknowledges that HP cannot provide, and Customer will not request HP
to provide, directly or indirectly, any Professional Services to embargoed or sanctioned countries or to
nationals and parties from those countries, in accordance with the United States and other national
export regulations. Customer agrees not to directly or indirectly export (or re-export), or to permit the
shipment of any items used in connection with the Professional Services or any Deliverables to or from
a destination or end user for which the United States or another country with jurisdiction, or any agency
of the same, requires an export license or other authorization without first having obtained any such
license or authorization. Customer will provide to HP not less than ten (10) days’ prior written notice if any
items provided by or through Customer and used or accessed by HP in performing the Professional
Services are controlled for export under the International Traffic in Arms Regulations or other applicable
laws. Unless otherwise expressly agreed, Customer will be the importer of record of any items for which
import is required for delivery of any portion of the Professional Services outside the country of the
contracting HP entity. HP may suspend performance under these Terms: 1) if the Customer is in
violation of any applicable laws or regulations, and 2) to the extent necessary to assure compliance
under the U.S. or other applicable export or similar regulations.
f. Governing Law. Disputes arising under these Terms will be governed by the law of the jurisdiction of the
principal place of business of the HP Affiliate accepting the order to which the dispute relates and the
courts of that locale will have jurisdiction, except that HP may, at its option, bring suit for collection in the
country where the Customer Affiliate that placed the order is located. Customer and HP agree that the
United Nations Convention on Contracts for the International Sale of Goods will not apply to these
Terms.
g. Notices. All notices that are required under these Terms will be in writing and will be considered effective
upon receipt.
h. Entire Agreement. These Terms and the relevant Transaction Documents represent the entire
agreement between HP and Customer regarding Customer's purchase of Professional Services, and
supersedes and replaces any previous communications, representations, or agreements, or Customer's
additional or inconsistent terms, whether oral or written. In the event any provision of these Terms is
held invalid or unenforceable the remainder of the Terms will remain enforceable and unaffected
thereby.
i. Waiver. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will
constitute or be deemed a waiver or forfeiture of those rights.
j. Background Checks. HP conducts background checks in accordance with HP’s policies and

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procedures.
k. Order of Precedence. In the event of conflict, the order of precedence shall be as follows, except where
the parties expressly state otherwise in the Transaction Document.
1. these Terms,
2. the Statement of Work (if applicable),
3. all other Transaction Documents.
l. Independent Contractor. HP is an independent contractor in the performance under these Terms and
neither HP nor any HP personnel are employees or agents of Customer. Nothing in these Terms will be
construed as creating a joint venture, partnership, or employment relationship between the parties, nor
will either party have the right, power, or authority to create any obligation or duty, expressed or implied,
on behalf of the other.
m. Authorization to Install Software. During the provision of Professional Services, HP may be required to
install copies of third-party or HP Branded Software and be required to accept license terms
accompanying such Software (“Shrink-Wrap Terms”) on behalf of Customer. Shrink-Wrap Terms may be
in electronic format, embedded in the Software, or contained within the Software documentation.
Customer hereby acknowledges that it is Customer's responsibility to review Shrink-Wrap Terms at the
time of installation, and hereby authorizes HP to accept all Shrink-Wrap Terms on its behalf.
n. Publicity. Neither party will publicize nor disclose to any third party without the consent of the other
party either the price or these Terms, or the fact of its existence and execution, except as may be
necessary to comply with other obligations stated in these Terms. Notwithstanding the foregoing, HP
may use Customer’s name and identification of this engagement in connection with general lists of
Customers and experience.
o. Limitation of Terms. These Terms for Professional Services do not contemplate the sale of Products,
Support, software as a service, managed print services, and outsourcing services, which shall require
the necessary terms and conditions for such purchase. In the event Customer wishes to purchase any
of the above, the terms governing such purchase will need to be established between the parties.
p. Similar Services. Nothing in these Terms will prohibit HP from providing Professional Services similar to
those provided hereunder to other customers.
q. Electronic Orders and EDI. Where facilitated under local law, the parties may do business electronically,
including order placement and acceptance. Once accepted, such orders create fully enforceable
obligations subject to these Terms. Such orders and acceptance will be deemed for all purposes to be
an original signed writing. Customer and HP will adopt commercially reasonable security measures for
password and access protection.

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Statement of Work to Customerfullname

Text in Gray is fyi or provides different options for language to be used.

HP Confidential – subject to use restriction Page-

Important Confidentiality Notice

© 2018 Hewlett-Packard Development Company, L.P.

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HP Professional Services Contact

Document Version History

Version Date Author Comment

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Table of Contents [Optional: If you include TOC, REQUIRES

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1. Statement of Work Information

1.2. Services Overview

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Figure 1: Generic Functional View

1.3. Services Approach

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HP Confidential – subject to use restriction Page-8

Work Package – Advanced OO Planning

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Work Package – Advanced OO Planning

Deliverables 1) This project does not include deliverables.

Assumptions & 1) None

2.1.1. Advanced OO Solution Planning

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2.1.2. Advanced OO Solution Design

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2.1.3. Infrastructure Build, DIT

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Work Product – CSE Infrastructure Build, small, non-HA

2.1.4. Infrastructure Build, QA

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Work Product – OO Infrastructure Build, small cluster

2.1.5. Infrastructure Build, PROD

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Work Product – OO Infrastructure Build, small cluster

2.1.6. Workflow Build

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Work Product – Build and Test a Workflow

2.1.7. Content Promotion and Testing

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Work Product – Content Promotion and Testing

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Work Product – Activation

2.3. Project Management

2.3.2. Project Schedule

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2.4. Quality Assurance and Risk Assessment

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3.1. Customer Responsibilities

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4. Assumptions, Dependencies, Limitations and

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5.2. Change Management Process

5.3. Escalation Process

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HP Confidential – subject to use restriction Page-25

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7. Order and Payment Information

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