50114237 Automated Implementation of RoleConcepts SAP ERP SOW USA FF

Statement of Workdated __________, 201_

toProfessional Services Agreement or Schedule (“Agreement”)

betweenSAP America, Inc. (“SAP”)

and______________________________ (“Licensee”)

Project Name: Automated Implementation of Role Concepts for SAP ERP (“Project”)

This Statement of Work and the terms and conditions of the Agreement, having an Effective Date of ____________ [insert effective date of Agreement], describes the Services to be provided to Licensee in support of the Project for the fees set forth herein as authorized by Licensee by signing this Statement of Work.

1. Scope and Approach

Licensee requires SAP consulting Services for the duration of the Project. The SAP Consultant(s) assigned to this Project will assist in the implementation of the SAP Software and assist Licensee in gaining a better understanding of SAP Software applications.

The scope of the Project is set forth in the attached Exhibit 1, which is incorporated herein by reference. Exhibit 1 also includes certain Licensee Responsibilities and Assumptions and associated delivery dates that are the responsibility of Licensee. In addition to the tasks specified in Exhibit 1 hereto, Licensee agrees to provide appropriate Project resources, including but not limited to equipment (access to Licensee’s systems/landscapes, computer networks, printers), data, information, workspace, access to SAP’s internal network, and appropriate and cooperative personnel (including administrative support), to facilitate the performance of the Services. Licensee shall designate a Project Manager to work with the SAP Consultant(s) to facilitate the provision of the Services. It is mutually understood that business requirements, resources and dates may change.

The Project Deliverables, fees and payment schedule are as set forth in the Exhibit 2, Deliverable and Payment Schedule.

Licensee agrees that the fees and timeline set forth in Exhibits 1 and 2 shall be subject to change if the Licensee Responsibilities and Assumptions are not performed in a timely and appropriate manner and/or if the Project resources are not provided.

2. Deliverable Acceptance Period

Upon delivery by SAP of a completed Deliverable, Licensee shall have 10 calendar days to accept or reject (“Acceptance Period”) the Deliverable, using reasonable discretion, based on the acceptance criteria set forth in Exhibit 1 for that Deliverable. If Licensee notifies SAP that it has rejected the Deliverable, Licensee shall provide written notice, within such 10 day period, specifying the basis of the deficiency. SAP shall have a reasonable period to cure such deficiency and redeliver the Deliverable for an additional Acceptance Period. If Licensee fails to reject any Deliverable within the Acceptance Period, in a written document specifying the deficiency, Licensee shall be deemed to have accepted such Deliverable as of the 10th day of the Acceptance Period. Upon acceptance of a Deliverable, all Services associated with such Deliverable shall be deemed accepted and SAP shall have no further obligation with respect to an accepted Deliverable.

Note to CP: If customer has an issue with the default 10 calendar day acceptance period, gain concurrence from Delivery on the requested change and contact Contracts and Revenue Recognition for approval.

SOW Fixed Fee (12/06) Page 1

3. Termination

3.1 Termination for Default. Either party may terminate this Statement of Work upon the occurrence of one or more of the following events:

(i) The failure of a party to make payment of any undisputed amounts when due and the expiration of fifteen (15) calendar days from receipt of notice thereof; or

(ii) The failure of a party to comply with any material term or condition of this Statement of Work after the non-defaulting party has provided the other party fifteen (15) days prior written notice specifying the nature of such default and the defaulting party fails to commence to cure such default within such fifteen (15) day period; or

(iii) The dissolution or liquidation of the other party, the insolvency or bankruptcy of the other party, the institution of any proceeding by or against the other party under the provisions of any insolvency or bankruptcy law; the appointment of a receiver of any of the assets or property of the other party, or the issuance of an order for an execution on a material portion of the property of the other party pursuant to a judgment.

3.2 Termination for Convenience. Licensee may, by providing at least thirty (30) days prior written notice stating the extent and effective date, terminate this Statement of Work for convenience in whole or in part at any time.

3.3 In the case of any termination by either party, SAP shall be paid all fees then due and owing, including expenses, and for all Services performed (including the notice period), but not yet invoiced, on a time and expense basis.

4. Payment Terms

All payments for undisputed amounts are due 30 days from date of SAP’s invoice. Invoicing will be in accord with the terms set forth in Exhibit 2. SAP may issue separate invoices for Deliverables and related expenses. Any fees not paid when due may accrue interest at the rate of 18% per annum, but not to exceed the maximum amount as allowed by law.

Any invoice discrepancies and/or disputes will be documented by Licensee and forwarded to SAP within 14 days of the receipt of the invoice.

SAP will mail invoices to the following licensee billing address:

First-name_MI_Last-NameAddress-1Address-2City, State, Zip

Notwithstanding anything to the contrary, Licensee acknowledges and agrees that: 1) it must provide SAP a valid purchase order for the Services contemplated under this SOW, and SAP shall have no obligation to commence any Services hereunder until it receives such purchase order; 2) such purchase order shall be governed by the terms of the Agreement; and 3) should SAP, in its sole discretion, elect to commence Services hereunder in advance of its receipt of a purchase order, the same shall not operate as a waiver of any of SAP's rights (including, without limitation, SAP's right to stop its performance of the Services at any time during the period where the purchase order remains outstanding).

SAP contact for invoice questions: First-name_MI_Last-name; [email protected]; 999-999-9999

Licensee contact for payment questions: First-name_MI_Last-name; [email protected]


mailto:[email protected]

Licensee also agrees to pay SAP for additional personal income tax amounts, if any, created by the taxability of Consultants reimbursed travel and living expenses resulting from long term assignments at Licensee’s locations.

5. Non-Solicitation/No-Hire

Neither party shall solicit or hire, in any capacity whatsoever, any of the other party’s employees involved in this SOW during the term of this SOW and for a period of six (6) months from the termination hereof, without the express written consent of the other party.

6. Changes

Any change to this Statement of Work shall be subject to mutual written agreement of the parties and shall be made in accordance with Exhibit 3 hereto, Change Order, which is hereby incorporated by reference. SAP shall not commence work on any such change unless and until the change has been agreed to in writing by both parties.

IN WITNESS WHEREOF, the parties have so agreed as of the date written above.

Accepted By: Accepted by:

SAP America, Inc. CUSTOMER NAME(SAP) (Licensee)

By: By:

Print name: Print name:

Title: Title:

Date: Date:

Exhibit 1 - Scope, Assumptions, and ResponsibilitiesExhibit 2 – Deliverable and Payment ScheduleExhibit 3 – Change Order


Exhibit 1to

Statement of WorkDated DD-MMM-YYYY

toProfessional Services Agreement or Schedule (“ Agreement”)


andCUSTOMER _XXXXX Company, Inc. (“Licensee”)

Project Definition

This Exhibit 1 to the Statement of Work (SOW) addresses the Implementation Consulting Services required of the Project. It is mutually understood that business requirements, resources and dates may change subject to the applicable terms of this Statement of Work and that any such material change requested by Licensee or as a result of Licensee inability to provide agreed upon resources, fulfill applicable assumptions and to perform the Licensee Responsibilities set forth herein or the result of Licensee errors or omissions may result in a Change Order in accordance with the Change Order Procedure as defined in Exhibit 3.

Licensee is responsible for requesting changes to the requirements for Services. The SAP Project Manager will assist in planning the Project, and quality checking the activities and progress. It is understood by SAP and the Licensee that any material changes to scope that are requested, will be addressed through a formal change order process. Material changes are those which specifically will impact either budget, scope, timeline or resources.

Please add a section that denotes the location(s) of the services – wherever you feel logical.

1.0 Enterprise Scope

1.1 Scope

SAP will provide the following services:

1. Extraction of transaction usage from SAP production system2. Identification of SAP best-practices role proposals3. Consideration of segregation of duty requirements 4. Functional role specification/realization based on transaction usage5. Organizational role realization based on SAP standard organizational level

proposals6. Automatic mapping and realization of SAP best-practices roles to user

Customer responsibilities1. Review of transaction usage results and definition of transactions in scope2. Review of functional role specification and assignment of missing transactions

based on customer transactions and add-on solutions.3. Realization of initial authorization object specification based on customer SU24

data4. Review of organizational specification and definition of required organizational


sets based on SAP organizational levels.5. Review of user role mapping results

1.2 Additional Services

In the event Licensee requires additional Services, SAP could provide such Services through a separate Statement of Work.

2.0 Project Approach

2.1 Approach

SAP will provide the following project deliverables

1. Extraction of transaction usage from SAP production system2. Identification of SAP best-practices role proposals3. Consideration of segregation of duty requirements 4. Functional role specification/realization based on transaction usage5. Organizational role realization based on SAP standard organizational level proposals6. Automatic mapping and realization of SAP best-practices roles to user

2.2 Project Timelines

Expected start date: XXXXXXXXXXXExpected end date: xxxxxxxxxxxxxx

2.3 Project Organization

Licensee agrees to provide appropriate Project resources, including but not limited to equipment (access to Licensee’s systems/landscapes, computer networks, printers), data, information, workspace, access to SAP’s internal network, and appropriate and cooperative personnel (including administrative support), all as necessary to facilitate SAP’s performance of the Services.

Licensee will designate a contact for the SAP engagement.

SAP reserves the right to, in its sole discretion; replace any assigned Consultant with an SAP Consultant with equivalent skills. SAP will provide adequate overlap of personnel in order to ensure that project schedules and quality are maintained at no added cost to Licensee. Licensee has the discretion to change this approach if technical or project issues arise that will impact the successful completion of the project.

Licensee agrees to provide appropriate Project resources including but not limited to, equipment, data, information, workspace and appropriate and cooperative personnel, all as necessary to facilitate SAP’s performance of the Services.


SAP will be provided with appropriate access to all of Licensee’s facilities necessary for the Project, including all necessary identification material (badges, cards, etc.), subject to the terms and conditions of the Schedule. This includes full access to such buildings and systems during and after normal business hours, on weekends, and on holidays. Limitation of SAP access during these times may reduce SAP’s ability to maintain the proposed schedule.

2.3.1 Project Governance

The Project will have sponsorship from Licensee’s senior management.

2.3.2 Licensee Roles and Responsibilities

Licensee Responsibilities

Licensee agrees to provide appropriate Project resources including but not limited to, equipment, data, information, workspace and appropriate and cooperative personnel, all as necessary to facilitate SAP’s performance of the Services.

Licensee will be responsible for

1. Review of transaction usage results and definition of transactions in scope2. Review of functional role specification and assignment of missing transactions

based on customer transactions and add-on solutions.3. Realization of initial authorization object specification based on customer SU24 data4. Review of organizational specification and definition of required organizational sets based

on SAP organizational levels.5. Review of user role mapping results

Licensee will allocate personnel to the Project with appropriate knowledge of the indicated area and the skills to perform the Licensee‘s tasks.

The knowledge areas and skills include:

SAP system landscape

SAP role/authorization concept

Knowledge of segregation of duty requirements

Licensee will:

1. Participate in telephone conferences

2. Prompt response to questions and inquiries

3. Provide a stable and fast OSS connection to the SAP system to be analyzed.

Performance by Licensee of its collaborative duties is a primary contractual duty and necessary precondition of the timely and satisfactory performance of Services by SAP.

Licensee is responsible for the proper and timely provision of works, applications and services by any Licensee’s third party on the project, including by not limited to ISEC7 Group. Licensee is responsible for the acts, omissions, and defects of parties contracted to perform duties as if they were Licensee’s own acts, omissions, and defects their duties

In addition,


1. The parties acknowledge that successful completion of the Services will require their full and mutual good faith cooperation. Where agreement, approval, acceptance, consent, or similar action by either party is required by any provision of this Agreement, 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 SAP in performing its obligations under the Agreement, SAP will not be liable for such failure or delay.

2. All supporting documentation work product will be developed for industry standard Microsoft Windows-based PCs using appropriate (as reasonably determined by SAP) Microsoft Office applications (Word, Excel, and PowerPoint) or other mutually agreeable documentation development process and/or application.

3. Licensee will provide knowledgeable, decision-empowered resources that are available to work on the Projects as part of the Project team.

4. The Project will have sponsorship from Licensee’s senior management, who will be available on a timely and regular basis to monitor the Project progress and to act as a decision maker for policy decisions.

5. Licensee will support the use of the SAP team laptops on its network or Licensee will provide PCs with the Microsoft Office Suite and e-mail capability for the Project team.

6. Licensee will provide the appropriate access rights to the hardware and systems as necessary to install and configure the software outlined in this SOW.

2.3.3 SAP Responsibilities

SAP will provide consultant(s) who are skilled in SAP authorization concepts to complete the project deliverables.

3.0 Project Deliverables

The following are the contractual project deliverables:

1. Extraction of transaction usage from SAP production system2. Identification of SAP best-practices role proposals3. Consideration of segregation of duty requirements 4. Functional role specification/realization based on transaction usage5. Organizational role realization based on SAP standard organizational

level proposals6. Automatic mapping and realization of SAP best-practices roles to user

4.0 Project Assumptions

Exhibit 1 and the fees set forth in Exhibit 2 are based on the following assumptions:

Licensee understands and agrees that all of the Services of this Statement of Work may be performed remotely at the sole discretion of SAP.


Licensee acknowledges and agrees that the failure on the part of Licensee to meet or fulfill any of the specified Licensee assumptions and/or Licensee Responsibilities in this SOW for the Project might result in a delay in the Project, resulting in, in accordance with the Change Order Procedure, additional SAP resources, a potential increase in Project Fees as set forth in Exhibit 2 and a change in the Timeline Schedule as set forth in Exhibit 1.


Exhibit 2to





Deliverable and Payment Schedule

The Services, exclusive of travel and expenses, provided by SAP, for this SOW are Fixed, and will be invoiced upon completion and Acceptance of the Deliverables in accordance with the “Services Payment Schedule” below.

See Fixed Fee SOW Guide for language on expense handling. Choose appropriate client arrangement.

Services Payment ScheduleDeliverable Amount

Delivery of Automated Implementation of Role Concepts for SAP ERP

100%

Total USD$xxxxx

Travel and Living Expenses:

See Fixed Fee SOW Guide for additional guidance describing milestone selection (deliverables, period, event, etc) and maximum $ USD revenue limits per milestone.

The CP chooses between options (1a ) or 1b. (1a ) is the preferred option to yield the The CP chooses between options (1a ) or 1b. (1a ) is the preferred option to yield the highest margin. CP will negotiate to ensure SAP standards for airline and hotel are highest margin. CP will negotiate to ensure SAP standards for airline and hotel are maintained if direct billed to the customer. Discuss options with client before maintained if direct billed to the customer. Discuss options with client before presenting SOW for review. presenting SOW for review.

Any deviation from the options listed below will require the prior approval of the SAP Any deviation from the options listed below will require the prior approval of the SAP Finance Director for Consulting Billing or the SAP Finance Director Accounts Finance Director for Consulting Billing or the SAP Finance Director Accounts Receivable and OSA Support.Receivable and OSA Support.

(1a) SAP will invoice Licensee $65 per day for meals. Rental car, taxicab fares and sundry expenses will be invoiced at actual expenditure. Use of personal transportation will be invoiced at the actual mileage using the then-current IRS mileage rate. Travel costs are calculated from the Consultant’s principal work location. No expense receipts will be provided….Or Expense


receipts for expenses greater than $10 will be provided at an additional processing fee of 10% of the actual expense charges.

Licensee agrees to arrange travel and lodging for Consultants utilizing Licensee's travel department. The arrangement of travel will utilize major airline carriers and lodging arrangements equal to or greater than SAP's current travel portfolio. Such expenses will be directly billed to Licensee and not to SAP or its Consultant.

OR

(1b) Accommodations, meals and use of public transportation will be charged according to actual expenditure. Travel costs are calculated from the Consultant’s principal work location. Use of personal transportation will be invoiced at the actual mileage using the then-current IRS mileage rate. No expense receipts will be provided…Or Expense receipts for expenses greater than $10 will be provided at an additional processing fee of 10% of the actual expense charges


Exhibit 3to





Change Order Procedure

Any change to this Statement of Work must be agreed to, in writing, by both parties. The following procedure (whether requested by Licensee or SAP) will be used to control all changes. All Requests For Change (“RFC”) to the Statement of Work must be made in writing and shall be submitted by the appropriate Project Manager. Each request should contain the following information: The requested change; The impact, if any, on the existing work product; Estimated impact, if any, on project schedule; and Estimated change, if any, in consulting fees.

The Project Manager shall review and accept or reject the RFC. If rejected, the RFC shall be returned to the submitting party with h reasons for rejection and, as appropriate, any alternatives.

All approved RFC's will be incorporated into the Change Order to this Statement of Work. SAP will not perform any Services outside of the Statement of Work until the RFC has been signed.

1. Describe the requested change:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

2. Define the impact, if any, on existing Deliverables:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

3. Define additional Deliverables required as a result of the requested change, if any:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________


4. Define the impact, if any, to the existing Project schedule. Provide an updated Project schedule, if appropriate.

______________________________________________________________________________________________________________________________________________________________________________________________________________________________

5. Provide an updated Deliverable and Services Payment Schedule, if appropriate. ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Accepted By: Accepted By:SAP America, Inc. CUSTOMER NAME(SAP) (Licensee)

By: By:

Print name: Print name:

Title: Title:

Date: Date:


Documents

50114237 Automated Implementation of RoleConcepts SAP ERP SOW USA FF