Template Project SOWThis document is provided as part of the Instructional Design & Development Service. You may choose to use this “SOW template” or a template provided by a vendor. If you decide to use a template from a vendor, we still encourage you to ensure that the SOW contains the same key elements so you are protected.

As this document is a template and meant to be a starting point for content development requests, you may change sections depending on your specific needs. However, we have highlighted sections in yellow that we consider a must as we highly recommend they are included. Sections highlighted in green may or may not be included as they may not apply to your specific request.

This page should be removed when you submit to the vendor.

Statement of WorkThis Statement of Work and its attachments comprise Statement of Work Number ###### (this “SOW”) made as of the Day day of Month, Year by VENDOR, and Procter & Gamble, an Ohio Corporation (“Requestor”). This SOW establishes working boundaries for the Content Development ServiceProject (“Project”), subject to the terms and conditions of the Agreement.

This SOW contains information proprietary to VENDOR and is provided for the sole benefit of Requestor. The disclosures made in the document are made with the understanding that they are confidential and will not be used in any way detrimental to VENDOR, or distributed outside the P&G organization, without the prior written consent of VENDOR.

ContentsStatement of Work....................................................1Scope................................................................3In Scope............................................................3Out of Scope........................................................3

Approach.............................................................4Content Development Service Process.................................4Design Documentation..............................................4Testing approach..................................................4Project Management Approach.......................................4Document Templates................................................4Scope Management/Change Request Process...........................4Course Source Files...............................................5

Roles and Responsibilities..........................................5Technical Environment...............................................5

Course Content.......................................................5Clearances and Releases.............................................5Content Guidelines..................................................5

Constraints and Assumptions..........................................6Constraints.........................................................6Assumptions.........................................................7

Investment...........................................................8Deliverables and Fees...............................................8Schedule............................................................8Extras: Travel Expenses, Media......................................8

Authorization........................................................9Appendix A – GBS Roles and Responsibilities.........................10Appendix B – Requestor Roles and Responsibilities...................10Appendix C – Vendor Roles and Responsibilities......................10Appendix D – P&G Color Palette......................................10

Appendix E – P&G Supplier Training Compliance Expectations..........10

ScopeThe scope of this Project is defined below in terms of what is in scope (“In Scope”) as well as what is out of scope (“Out of Scope”). Scope includes processes, functions, Requestor organization, people and environment. Decisions and solutions agreed within the Master Content Development Service SOW between P&G and the VENDOR always takeeffect, unless otherwise specified in this project-specific Implementation SOW or further documents (PO, change requests) changingits scope.

In ScopeThe following is considered “In Scope”:

Engagement with P&G requestor to ensure clear understanding of requestor needs, available budget, starting materials (if any), and delivery and timing expectations.

Estimation of project cost and project duration for new content development requests, for all course Levels.

Continuous and timely communications with P&G requestors to address any issues in a prompt manner and ensure the final delivery meets expectations.

Instructional Design services for new content development requests, as applicable.

Creation of mockups, storyboards or other design documentation before actual development starts (for Levels 1-5), as applicable.

If applicable, development services for learning courses should be developed on P&G approved technologies (i.e. HTML5, Lectora, etc) if the Requestor intends to make updates after initial deployment

All required technical testing, including test case creation and execution, defect reporting, regular testing reviews and defect resolution.

Defect resolution during User Acceptance Testing.

Before final course delivery, testing of the course in P&G’s LMS test environment and correction of all technical issues found during this stage.

Delivery of source files and all key project deliverables, if desired, as part of project handoff to requestor.

Minor changes to courses during the first year after completion of the course.

Compliance with Accessibility and Section 508 standards as required by Requestor (this can be considered in scope at an additional cost).

Out of Scope Anything not specifically included "In Scope" is considered to be

"Out of Scope" for this SOW, including but not limited to the following activities and responsibilities:

o LMS Infrastructure related activitieso Subject Matter Expertise in the course contento Execution of User Acceptance Testingo Execution of End User Trainingo Creation of corporate P&G branding items (i.e. logos,

videos featuring leadership) o Loading of the final course in the LMS production

environment.

ApproachInstructional Design & Development Service ProcessDesign DocumentationFor applicable complexity levels, VENDOR will prepare mid-fidelity mock-ups, story boards or other specified design documentation for each course, based on the requirements provided by the Requestor. In case the course requirements are not clear or the degree of complexityis Significant, VENDOR and P&G may agree to start with simpler design documents and continue with multiple iterations.

Design documentation created with the use of cloud-based commercial tools cannot include any restricted data, Personal Identifiable Information (PII) or P&G sensitive intellectual assets. In this kind of scenario, VENDOR will build design documentation using off-line tools. Documents will then be delivered to P&G requestors via a securemethod, approved by P&G Infosecurity such as SFTP, or encrypted mail.

Testing approachThe levels of testing performed during the development process will include functional testing and Systems Integration Testing (SIT) in the QA environment. VENDOR is responsible for conducting both. VENDORwill also work defect resolution during UAT, but the UAT test plan andtest execution will be the responsibility of the course requestor.

Project Management ApproachThe project management approach needed for content development projects will be determined by the complexity of the specific course. VENDOR can choose to use their own methodology or a well-known approach depending on the course complexity, but the process should beclearly explained to the requestor.

Document TemplatesRequirements Specification, Course Design, Change Requests, Service Level Objectives document templates will be finalized and agreed by both parties throughout the course of the project. VENDOR can utilize their own document templates according to their best practices if desired and agreed upon with the P&G requestor. No templates are beingprovided by the CDS central team.

Scope Management/Change Request ProcessScope Management is a critical component of any Project. Inadequate scope management typically results in over budget and delayed implementation projects.

Project scope will be managed through a formal Change Management process. Any internally or externally generated changes to project scope defined in this SoW will be formally documented. Requirement changes that differ from the agreed detailed scope and requirements ofa content development project defined in this SOW will be considered aChange Request. Change Requests requiring significant additional development will be estimated and delivered separately, subject to additional development fees. All change requests and deviations from original requirements should be explicitly documented and approved both by VENDOR and P&G, especially if the request will have an impact on the timing, quality, or overall cost of the project.

Course Source FilesVENDOR will provide the P&G Requestor with the original source files as part of project closeout. These are important in the event that course updates are needed in the future, or if P&G is required to provide the training as part of an audit.

Roles and ResponsibilitiesThe following describes the roles that P&G expects of our two organizations to deliver the results desired for the Project (includedin the appendices).

GBS Roles Document (Appendix A) Requestor Roles Document (Appendix B) Vendor Roles Document (Appendix C)

Technical EnvironmentIn the event software licenses and/or hardware capability will be required for this Project, VENDOR maintains the responsibility for purchasing such software or hardware as necessary.

All courses created under this SOW must be compatible with the major learning management systems in the industry such as Saba and Success Factors.

Courses created under this SOW should work on all browsers/devices as specified by the P&G requestor, assuming thatit is feasible.

Courses created under this SOW should be device agnostic Must be SCORM compliant. AICC is not an acceptable format at P&G.

Course ContentClearances and ReleasesTo avoid delays, VENDOR will gather all signed release forms and written permissions before they begin developing the content.

VENDOR or Requestor must provide signed release forms for: All on-camera talent and voiceovers; Any and all persons whose recognizable likeness appears in your

course - releases for minors (anyone under the age of 18 or deemed a minor in his or her state) must be signed by the minor’sparent or legal guardian; and

All other copyrighted works used in your course (including but not limited to footage, still images, 3D objects, music or musical compositions).

Any trademarked property or use of real property in your course must be released.

If you create your own music, you should still provide your own release, as well as a release from the performer of the music (ifthat is not you)

Content GuidelinesCourses developed under this SOW by VENDOR will not include:

1. Material containing personally identifying information of participants (e.g., last names, screen names, email addresses, passwords, phone numbers, license plates or ID numbers, etc.) or other information of a private nature (e.g., medical information or criminal records of any person);

2. Material that violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement. For example, course developers generally cannot incorporate into the course content from other people or companies (e.g., music, video, text,graphics, etc.). Use of actual clips or copies of such third party content may require legal clearance from the owner of such content.

3. Material that is known by you to be false, inaccurate or misleading;

4. Unacceptable clothing or adornments, or display any commercial/corporate advertising (including but not limited to corporate logos, brand names, slogans, political, personal and religious statements);

5. Material which disparages persons or organizations associated with Procter & Gamble;

6. Material that is inappropriate, indecent (including but not limited to nudity, or pornography), profane, obscene, hateful, tortuous, defamatory, slanderous or libelous (including words or symbols that are widely considered offensive to individuals of a certain race, ethnicity, religion, sexual orientation, or socioeconomic group);

7. Material that contains threats to any person, place, business, orgroup;

8. Material that Invades the privacy or other rights of any person, firm, entity;

9. Material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race,sex, religion, nationality, disability, sexual orientation or age;

10. Material that is unlawful, in violation of or contrary to all applicable federal, state, or local laws and regulations the laws or regulations in any state where submission is created;

11. No logos, signs or any other trademarks (other than those belonging to P&G) should appear in your course. This includes trademarks appearing on clothing, props, buildings, vehicles, billboards, or other objects. If a trademark or logo must appear,it must be released;

12. Sexual language that is violent or threatening;13. References to cognitive, sensory or physical disabilities if

used in a derogatory or flippant manner;14. Depictions of urination and/or defecation;15. Vulgar or salacious gestures;16. Sexual situations including but not limited to (pornography

or any references to pornography, graphic depictions of sexual activity, depictions of sexual situations or intimacy beneath/behind a 'barrier' (e.g. blanket), or explicit references/discussion of sexual activity;

17. Depictions of sex using toys, dolls, and drawings;18. Nudity or transparent garments displaying the areola of the

female breast, pubic hair and/or genitals of both male and femaleform;

19. Depictions of violence against including victims who are minors;

20. Depictions of abusive relationships, or any use of weapons; 21. Drugs and/or drug paraphernalia;22. Depictions and/or consumption of illegal drugs, prescription

drugs that are being used illegally and/or drug paraphernalia; and

23. Depictions and/or consumption of alcoholic beverages, including a container that a reasonable person would consider an alcoholic beverage. No depictions of drunkenness or alcohol sickness.

Constraints and AssumptionsConstraintsThe Project will be conducted in keeping with known and accepted Requestor policies, as provided prior to the execution of this SOW, aswell as VENDOR’s business practices. In addition constraints may existfor this program, including time, human resources, and funding. To optimize such time, people, and funding that are available and to achieve the objectives of the Project, any known constraints must be noted and managed in full transparency to the best extent possible to mitigate potential negative impacts on the program and its desired outcomes. Delays caused by the inability to manage these constraints, may result in an undesirable Project Impact.

AssumptionsThe proposed fees are based on the scope, approach, constraints and assumptions contained in this SOW. VENDOR’s assumptions enable us to communicate the basis of our approach, work estimate, and delivery schedule. They provide a foundation for building a mutual understanding, common expectations, and the teamwork necessary to achieve a successful Project.

We encourage Requestor to examine these assumptions closely to ensure their validity and to confirm our mutual understanding of the Project.Should these assumptions not be realized or should Requestor require changes to this SOW once it has been agreed upon, VENDOR will follow standard Change Control Procedures, including Project Impact Analysis.Any resulting agreed upon effort must be documented, planned and approved by Requestor, and may result in a change to the cost of this SOW.

Requestor will: Respond to all issues and provide access to any required

information within the mutually agreed timing Provide rejection or signed acceptance of deliverables within 5

working days:o Requestor will provide itemized, written notice of

deliverable deficiencies within 5 working days of receipto VENDOR will correct itemized deficiencies and re-submit for

Requestor acceptance

o Requestor review of resubmitted deliverables will be completed within 5 working days and is limited to those items itemized by Requestor and corrected by VENDOR

Be available throughout the Project for interaction and consultation regarding any course related questions or issues.

Have final authority regarding issue resolutions required to keepthe Project moving forward.

Provide P&G branding guidelines, logos and additional images, if any.

VENDOR will:• Assume the accuracy and completeness of the information supplied

by Requestor staff will be correct• Treat all documentation/data supplied by Requestor as

confidential• Consider work documents not explicitly identified as Deliverables

in the Deliverables section of this Statement of Work, to be workproducts and not binding to VENDOR under this proposal

• Provide services oversight with VENDOR Client Manager• Provide updates to P&G CDS Governance Team with project and

process related information• Create a separate PO and invoice upon the initiation of the CDS

course request project, unless one single requestor has multiple projects and wishes to combine them

• Begin design and development activities for individual course requests after receipt of approval of the estimate from P&G.

• Estimate the price for course requests submitted to the CDS by taking into account the actual design, development and testing effort required on the LMS

InvestmentDeliverables and FeesVENDOR will take into account that rarely does a single WBT exist at only one level of complexity and investment. Most WBTs will be a combination of levels (and therefore pricing), pro-rated to the percentage of time/activity the learner spends in that level’s activities.

Based on the required deliverables for this content development request, the quoted price is $$$$$. This price was calculated based onthe following deliverables and timing:

# DeliverableDate

RequiredComplexity

Level Fees12345

ScheduleUpon approval and signature of the Statement of Work, VENDOR will begin Project start-up activities and prepare for the engagement initiation. Invoices will be submitted to REQUESTOR based on timing negotiated between the VENDOR and requestor, as outlined below.

InvoiceDate

Invoice Amount Comment

1.2.3.

Total

P&G’s payment terms policy is net 60 globally, where legally allowed, for all new Suppliers/ External Business Partners (EBPs).

Extras: Travel Expenses, MediaFees above exclude any required Project related travel expenses or additional media. Should this engagement require travel, expenses willbe approved by and billed to requestor. Additional media is defined asthe cost for voiceover talent, VENDOR provided graphics or photo art and should be charged directly as an expense line item on an invoice.

AuthorizationThis SOW is acknowledged and agreed in its entirety by P&G. This SOW must be signed and dated by an authorized representative of P&G in order to be in effect. Alternately, a signed Purchase Order referencing this SOW will constitute acceptance in place of this Signed document (provided, however, that any pre-printed terms on suchPurchase Order shall be considered null and void and of no effect). This SOW expires four (4) weeks from the date of the SOW, unless extended by VENDOR in writing. This SOW, including the Agreement, constitutes the entire agreement between the parties with respect to the subject matter of this SOW. This SOW and the Agreement merge and supersede all prior oral or written agreements, discussions, negotiations, commitments, writings or understandings. This includes without limitation any representations contained in any sales literature, brochures, proposals or other written descriptive or advertising material each of the parties acknowledges and agrees that,in executing this SOW and the Agreement, it has not relied upon, and it expressly disclaims any reliance upon, any representation or statement not set forth herein or in the Agreement. If at any point, the P&G Requestor feels that their needs for the project are not beingmet, they are entitled to void this SOW.

______________________________ ___________Authorized P&G Representative DateProcter & GambleTitle

______________________________ ___________Authorized VENDOR Representative DateVENDOR Title

AppendicesAppendix A – GBS Roles and ResponsibilitiesSee document on Instructional Design & Development Service site.

Appendix B – Requestor Roles and ResponsibilitiesSee document on Instructional Design & Development Service site.

Appendix C – Vendor Roles and ResponsibilitiesSee document on Instructional Design & Development Service site.

Appendix D – P&G Color Palette

Appendix E – P&G Supplier Training Compliance Expectations