STATEMENT OF WORK - Government Service Insurance System · Government Service Insurance System Financial Center, ... It is understood that Philippine withholding taxes, ... SAP Statement

STATEMENT OF WORK

FOR THE PROVISION OF SERVICES

Effective 08 June, 2015 ("Effective Date")

STATEMENT OF WORK

FOR THE PROVISION OF SERVICES

Effective 08 June, 2015 ("Effective Date")

between between

and and

SAP Philippines Inc. 27th NAC TOWER 32nd Street, Bonifacio Global City Taguig City 1632, Philippines (hereinafter "SAP")

SAP Philippines Inc. 27th NAC TOWER 32nd Street, Bonifacio Global City Taguig City 1632, Philippines (hereinafter "SAP")

Government Service Insurance System Financial Center, Pasay City, 1308 Metro Manila, Philippines (hereinafter "Licensee")

Government Service Insurance System Financial Center, Pasay City, 1308 Metro Manila, Philippines (hereinafter "Licensee")

Licensee Licensee Number Offer Number Version Number

Patricia Dy SAP

Email: [email protected] Telephone : +632 7052500 Mobile: +63 9989801608

Juan Philip Evangelista Licensee

S. Email: [email protected] Telephone +632 4793600 Mobile +63 917 832 1113

SAP and Licensee agree that this Statement of Work (SOW) is a binding agreement for SAP Services, governed by the terms and conditions of the SAP Professional Services Agreement ("PSA")I the SAP General Terms and Conditions for Services, current at the time of execution of this SOW, a copy of which can be found at www.sap.com/company/legal/index.epx and made a part hereof. Licensee acknowledges it has had the opportunity to review the PSA prior to executing this SOW. SAP recommends Licensee prints copies of the PSA for Licensee's own records

SAP and Licensee agree that this Statement of Work (SOW) is a binding agreement for SAP Services, governed by the terms and conditions of the SAP Professional Services Agreement ("PSA")/ the SAP General Terms and Conditions for Services, current at the time of execution of this SOW, a copy of which can be found at www.sap.com/company/leqal/index.epx and made a part hereof. Licensee acknowledges it has had the opportunity to review the PSA prior to executing this SOW. SAP recommends Licensee prints copies of the PSA for Licensee's own records.

1. Project Overview

SAP will provide Expert/Lead (s) to perform the Services for Licensee in accordance with the terms of this SOW (the "Project"). SAP's Services will provide support to Licensee for his Project. Licensee is owner of the aforementioned Project and is responsible for and controls the process, scope, costs, resources and targeted solutions of the Project

2. Scope of Services

Licensee requires SAP Services related to its SAP Software. The scope of the Project, SAP's and Licensee's responsibilities, estimated timeline, etc. are described in Exhibit 1. It is mutually understood that business requirements, resources and dates as well as the relevant remuneration may be subject to change via the Change Request Procedure, including if Licensee responsibilities and assumptions are not performed in a timely and appropriate manner and for if the Project resources are not provided

3. Assumptions and Responsibilities of Licensee

Standard assumptions and responsibilities for this Project follow with additional Assumptions and Responsibilities detailed in Exhibit I

All supporting documentation work product will be developed for industry standard Microsoft Windows-based PCs or MAC OS based PC's using (as reasonably determined by SAP) Microsoft Office applications (Word, Excel, and PowerPoint) or similar office applications No software developments will be made under this SOW Any data cleansing or data cleanup is wholly the responsibility of Licensee Licensee will provide knowledgeable, decision-empowered resources that are available to work on the Project as part of the Project team 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 and issue resolution Licensee will provide a working environment and facilities adequate for SAP to perform their assigned duties This includes, but is not limited to, adequate conference rooms, cubicle space and telephone access Licensee will provide SAP with all necessary authorizations Licensee will support the use of the SAP team laptops on its network or Project team members will be given necessary access to the Licensee's SAP environment. Licensee shall provide secure dial-in and/or direct access to Licensee networks as necessary SAP will be provided with the necessary 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 PSA. This includes necessary access to such buildings and systems during and after normal business

1. Project Overview

SAP will provide Expert/Lead (s) to perform the Services for Licensee in accordance with the terms of this SOW (the "Project"). SAP's Services will provide support to Licensee for his Project. Licensee is owner of the aforementioned Project and is responsible for and controls the process, scope, costs, resources and targeted solutions of the Project.

2. Scope of Services

Licensee requires SAP Services related to its SAP Software. The scope of the Project, SAP's and Licensee's responsibilities, estimated timeline, etc. are described in Exhibit 1. It is mutually understood that business requirements, resources and dates as well as the relevant remuneration may be subject to change via the Change Request Procedure, including if Licensee responsibifities and assumptions are not performed in a timely and appropriate manner and / or if the Project resources are not provided.

3. Assumptions and Responsibilities of Licensee

Standard assumptions and responsibilities for this Project follow with additional Assumptions and Responsibilities detailed in Exhibit 1:

All supporting documentation work product will be developed for industry standard Microsoft Windows-based PCs or MAC OS based PC's using (as reasonably determined by SAP) Microsoft Office applications (Word, Excel, and PowerPoint) or similar office applications. No software developments will be made under this SOW. Any data cleansing or data cleanup is wholly the responsibility of Licensee. Licensee will provide knowledgeable, decision-empowered resources that are available to work on the Project as part of the Project team. 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 and issue resolution. Licensee will provide a working environment and facilities adequate for SAP to perform their assigned duties. This includes, but is not limited to, adequate conference rooms, cubicle space and telephone access. Licensee will provide SAP with all necessary authorizations.

• Licensee will support the use of the SAP team laptops on its network or Project team members will be given necessary access to the Licensee's SAP environment. Licensee shall provide secure dial-in and/or direct access to Licensee networks as necessary. SAP will be provided with the necessary 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 PSA. This includes necessary access to such buildings and systems during and after normal business

SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012 SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012

1 1

hours, on weekends, and on holidays. Limitation of SAP access during these times may reduce SAP's ability to maintain the proposed schedule. SAP will also be provided with the necessary authorizations for remote access to Licensee's systems

The responsibilities and assumptions are considered to be material contract duties of Licensee

Licensee agrees that the fees and timeline provided in this SOW may be subject to change if Licensee's responsibilities and Project assumptions are not fulfilled. Licensee bears all negative consequences of its non-fulfillment of its duties herein

hours, on weekends, and on holidays. Limitation of SAP access during these times may reduce SAP's ability to maintain the proposed schedule. SAP will also be provided with the necessary authorizations for remote access to Licensee's systems.

The responsibilities and assumptions are considered to be material contract duties of Licensee.

Licensee agrees that the fees and timeline provided in this SOW may be subject to change if Licensee's responsibilities and Project assumptions are not fulfilled. Licensee bears all negative consequences of its non-fulfillment of its duties herein.

4. Period During Which the Services Will be Provided and Place of Performance

4.1. The Services will be provided between the Expected Start Date: 15.06.2015 and the Expected End Date: 31.08.2015

4. Period During Which the Services Will be Provided and Place of Performance

4.1. The Services will be provided between the Expected Start Date: 15.06.2015 and the Expected End Date: 31.08.2015.

The Expected End Date is an estimated date only. This SOW will remain in effect until the Services agreed have been concluded unless otherwise agreed between the parties in writing

4.2. The place of performance where SAP's Expert/Lead(s) will be performing the Services is Licensee's facility in Pasay City, Philippines

Licensee agrees that certain parts of the Services may also be performed on SAP's premises or via remote connection

The Expected End Date is an estimated date only. This SOW will remain in effect until the Services agreed have been concluded unless otherwise agreed between the parties in writing.

4.2. The place of performance where SAP's Expert/Lead(s) will be performing the Services is Licensee's facility in Pasay City, Philippines.

Licensee agrees that certain parts of the Services may also be performed on SAP's premises or via remote connection.

5. Remuneration and Expenses

5.1. Remuneration (Fixed Price)

The Services fees specific to this SOW, provided by SAP for the services described above are for the full and final amount of PHP 9,464,000, inclusive of all taxes as per the current applicable tax laws of the Philippines, to the best of SAP's knowledge as of the date of this SOW

It is understood that Philippine withholding taxes, including Documentary Stamp Tax (DST), if any, shall be borne by SAP. It is further agreed that the GSIS shall not be liable to reimburse SAP for any amount of taxes it its required to pay. For this purpose, SAP acknowledges that the GSIS is not a withholding agent for DST and hereby undertakes and commits itself to make direct payments to the BIR of any DST that may be imposed on the execution and/or performance of this SOW

5.2. Expenses

Expenses are included in the fixed price

5.3. Invoicing and Payment

5. Remuneration and Expenses

5.1. Remuneration (Fixed Price)

The Services fees specific to this SOW, provided by SAP for the services described above are for the full and final amount of PHP 9,464,000, inclusive of all taxes as per the current applicable tax laws of the Philippines, to the best of SAP's knowledge as of the date of this SOW.

It is understood that Philippine withholding taxes, including Documentary Stamp Tax (DST), if any, shall be borne by SAP. It is further agreed that the GSIS shall not be liable to reimburse SAP for any amount of taxes it its required to pay. For this purpose, SAP acknowledges that the GSIS is not a withholding agent for DST and hereby undertakes and commits itself to make direct payments to the BIR of any DST that may be imposed on the execution and/or performance of this SOW.

5.2. Expenses

Expenses are included in the fixed price.

5.3. Invoicing and Payment

Milestone! [Deliverable] Amount Payment Milestone

Initial Project Plan 946,400 End of Week 2

EHP7 Proactive Maintenance Support and CCOE Assessment Report

5,678,400 End of Week 6

Project Presentation/Report and 3 Year SAP Plan

2,839,200 End of Week 10

Total 9,464,000

Invoices will be submitted according to the following payment schedule

Payment is due 30 days after the invoice is presented. No cash discount is granted. Furthermore the payment terms of the SAP General Terms and Conditions for Consulting and Services apply

Invoices will be submitted according to the following payment schedule:

Payment is due 30 days after the invoice is presented. No cash discount is granted. Furthermore the payment terms of the SAP General Terms and Conditions for Consulting and Services apply.

5.4. Taxes 5.4. Taxes

Income taxes will be borne by SAP. If Licensee is required to withhold income or corporation tax or a similar tax according to local law and respective double taxation treaties for royalties from payment to SAP, Licensee shall be entitled to withhold or deduct such tax from the gross amount to be paid However, Licensee shall use all endeavors to reduce any such withholding tax payable to the lowest possible rate subject to compliance with all applicable laws and double taxation treaties. Licensee will in the case of any withholding of tax provide to SAP a receipt from the relevant tax authority to which such withholding tax has been paid

Moreover, Sections 1.10 and 6.4 of the Professional Services Agreement shall not be applicable to GSIS

Income taxes will be borne by SAP. If Licensee is required to withhold income or corporation tax or a similar tax according to local law and respective double taxation treaties for royalties from payment to SAP, Licensee shall be entitled to withhold or deduct such tax from the gross amount to be paid. However, Licensee shall use all endeavors to reduce any such withholding tax payable to the lowest possible rate subject to compliance with all applicable laws and double taxation treaties. Licensee will in the case of any withholding of tax provide to SAP a receipt from the relevant tax authority to which such withholding tax has been paid.

Moreover, Sections 1.10 and 6.4 of the Professional Services Agreement shall not be applicable to GSIS.

6. Change Request Procedure

Any change to this SOW that affects the scope (by material reduction or addition), SAP resources, content, methods deliverable or schedule, shall be subject to mutual written agreement of the parties and shall be made in accordance with Exhibit 2 attached hereto (Change Request), 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

6. Change Request Procedure

Any change to this SOW that affects the scope (by material reduction or addition), SAP resources, content, methods deliverable or schedule, shall be subject to mutual written agreement of the parties and shall be made in accordance with Exhibit 2 attached hereto (Change Request), 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.

7. Cancellation / Termination

7. Cancellation / Termination

Notwithstanding termination for cause, this SOW can be terminated by Licensee any time, in whole, by providing at least 30 days prior written notice stating the effective date. In this event, SAP shall be paid all fees then due and Notwithstanding termination for cause, this SOW can be terminated by Licensee any time, in whole, by providing at least 30 days prior written notice stating the effective date. In this event, SAP shall be paid all fees then due and


2 2

Ryan Poggi Country Managing Director SAP Philippines Inc.

4 丁u、1 ユいら Date

Date

Boon Commerc

O、 α2oi f

hua I Finance Manager

owing, including expenses, and for all Services performed (including the notice period), irrespective of whether the Services have been invoiced yet or the Deliverables and/or Milestones have not yet been provided, on a pro rata basis and for the remaining Services shall be entitled to full payment of remuneration up to the agreed fixed price minus expenditures saved by cancellation

8. Non-Solicitation I 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

9. Acceptance

9.1. If there are several Deliverables defined that Licensee can use individually, those several Deliverables will be subject to separate acceptance

Upon delivery by SAP of a completed Deliverable, Licensee shall have 7 working days to accept or reject ("Acceptance Period") the Deliverable, based on the acceptance criteria set forth in this SOW for that Deliverable. If Licensee notifies SAP that it has rejected the Deliverable, Licensee shall provide written notice, within such 7 working days period, specifying the material non-conformity with respect to the acceptance criteria set forth in this SOW. SAP shall have a reasonable period to cure such deficiency and redeliver the Deliverable for an additional Acceptance Period. If Licensee again, within another 7 working days period, notifies SAP of a persisting material non-conformity, SAP shall have another reasonable period to cure such deficiency and redeliver the Deliverable for an additional Acceptance Period. If Licensee fails to reiect any Deliverable within the Acceotance Period, in a written document sOecifvinQ the deficiency Licensee shall be deemed to have accepted such Deliverable as of the 7th day of the Acceptance Period Licensee shall also be deemed to have accepted the relevant deliverable if Licensee puts that Deliverable into productive use. 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. Non- material defects are not grounds for withholding acceptance

A maximum of 2 rejections will be accepted by SAP, hence a maximum of 3 versions of each deliverable will provided. Upon delivery of the third deliverable version the document will be considered accepted

10. Validity of Quotation

The validity of this Statement of Work will expire on 15.06.201 5, unless sooner executed by Licensee, or extended in writing by SAP

11. General

SAP is authorized to indude Licensee in SAP's list of reference customers and to mention Licensee's name in interviews and public announcements

Any earlier quotations that SAP submitted concerning the same Services as described herein are hereby withdrawn. The terms, conditions, and details in this SOW also apply to any consulting services that are or have been provided before a contract is concluded. This especially applies to the provisions concerning remuneration

Should any provision of this quotation be ineffective or unenforceable, the validity of this quotation remains unaffected. In this case, the parties undertake to replace the ineffective provision with an effective provision that achieves as nearly as possible the business purpose of the ineffective provision

(Except as provided in the severability clause) this offer is may be accepted only in its entirety

一尋に

Government r rvice Insurance System Ua[e v

iA4LC4fLLJ- i.熱

Date: Jun2 ぜ

SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012

Date

3

Service Details Service Details Documentation/Output Deliverables Documentation/Output Deliverables

Conduct System Proactive maintenance via SAP Enterprise Support (Continuous Quality Check Services)

Conduct System Proactive maintenance via SAP Enterprise Support (Continuous Quality Check Services)

SAP to assess relevant documentations (see 1.4 Pre-requisites)

SAP to assess relevant documentations (see 1.4 Pre-requisites).

Gather data or inputs to stakeholders via workshops and interviews

Gather data or inputs to stakeholders via workshops and interviews.

EHP7 Situation Assessment & Recommendations - a comprehensive report covering the risks, success factors and impacts upon current custom isations of an upgrade to EHP7. Contains standard SAP deliverables for the Implementation Assessment and Accelerated Innovation Enablement. Also includes recommendations for conducting an efficient and valuable EHP7 upgrade

EHP7 Situation Assessment & Recommendations - a comprehensive report covering the risks, success factors and impacts upon current customisations of an upgrade to EHP7. Contains standard SAP deliverables for the Implementation Assessment and Accelerated Innovation Enablement. Also includes recommendations for conducting an efficient and valuable EHP7 upgrade

Exhibit I to

Statement of Work dated 15 June, 2015

to Professional Services Agreement or Schedule ("Agreement")

between SAP Philippines Inc. ('SAP")

and Government Service Insurance System ("Licensee")

Exhibit 1 to



between SAP Philippines Inc. ("SAP")


Proiect Definition

This Exhibit 1 to the Statement of Work (SOW) addresses the Implementation 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 2

Licensee is responsible for requesting changes to the requirements for Services. The SAP Project Manager may 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

1. Enterprise Scope

1.1. Organizational Scope

SAP will implement Business Transformation Services for Government Service Insurance System (Main Office) Any other subsidiaries, affiliate companies or attached agencies are exempt from the organization scope

1.2. Languages

Only one application language will be implemented within this service, that being English

1.3. Activities, Outcomes and Deliverables

Project Definition

This Exhibit 1 to the Statement of Work (SOW) addresses the Implementation 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 2.

Licensee is responsible for requesting changes to the requirements for Services. The SAP Project Manager may 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.

1. Enterprise Scope

1.1. Organizational Scope

SAP will implement Business Transformation Services for Government Service Insurance System (Main Office). Any other subsidiaries, affiliate companies or attached agencies are exempt from the organization scope.

1.2. Languages

Only one application language will be implemented within this service, that being English.

1.3. Activities, Outcomes and Deliverables

EHP7 Proactive Maintenance Support - Impact Assessment & Customization Review: Reviewing the EHP7 upgrade to understand the risks, success factors and impacts upon current customisations, then developing a methodical approach and principles to guide GSIS in its future upgrades

• EHP7 Proactive Maintenance Support - Impact Assessment & Customization Review: Reviewing the EHP7 upgrade to understand the risks, success factors and impacts upon current customisations, then developing a methodical approach and principles to guide GSIS in its future upgrades.

Activities Description

System Data Gathering

Understand System-specific context, prior analysis and challenges. Baselining the fact base

Pain Point Briefings

Gain Licensee input to Identify current pain points and understand Licensee hypotheses regarding current issues and pain points

. Requirements Analysis

Understanding the top 100 business requirements for the SAP core system & BAPIs/RFCs/ALEs and tracing these to customisations

4 4 SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012 SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012

EHP7 Implementation Assessment (Enhancement Package Implementation Check) ー Standard SAP service, augmented for GSIS

EHP7 Implementation Assessment (Enhancement Package Implementation Check) - Standard SAP service, augmented for GSIS

Overview of the potential risks and main effort drivers of the EHP7 upgrade project, leveraging remote review and onsite workshop

Overview of the potenfial risks and main effort drivers of the EHP7 upgrade project, leveraging remote review and onsite workshop.

Accelerated Innovation Enablement Assessment & Workshop - Standard SAP service

Accelerated Innovation Enablement Assessment & Workshop - Standard SAP service

Understanding the functionality and technology gaps and the decisions that must be made as part of the EHP7 upgrade and optimising the approach to meet GSIS specific requirements

Understanding the functionality and technology gaps and the decisions that must be made as part of the EHP7 upgrade and optimising the approach to meet GSIS specific requirements

A workshop to collect the key findings of the EHP7 analysis and plan the approach for the EHP7 upgrade

A workshop to collect the key findings of the EHP7 analysis and plan the approach for the EHP7 upgrade

EHP7 Planning Workshop EHP7 Planning Workshop

Configuration of Business Process Change Analyzer (BCPA) and Scope and Effect Analyzer (SEA)

Creation of TBOM for 1 business process up to 5 transactions for BPCA anlysis

Configuration of Business Process Change Analyzer (BCPA) and Scope and Effect Analyzer (SEA)

Creation of TBOM for 1 business process up to 5 transactions for BPCA anlysis.

Documentation/ Configuration guideDocumentation/ Configuration guide

BPCA and SEA Configuration BPCA and SEA Configuration

BPCA and SEA Configuration BPCA and SEA Configuration

CCOE Assessment • CCOE Assessment

Background Background

Customer Center of Expertise or CCOE, is the building bridge between IT and Business and is one of the main contacts within your company for SAP related topics. CCOE function includes the following:

Management of SAP related information Management of customer's SAP contracts and licenses Governance of customer's SAP Support, the supportability of SAP solutions and the interface to SAP Support Coordination of customer's activities regarding SAP's current and future products and solution and the interface to SAP's major programs influencing SAP Development

Customer Center of Expertise or CCOE, is the building bridge between IT and Business and is one of the main contacts within your company for SAP related topics. CCOE function includes the following:

• Management of SAP related information • Management of customer's SAP contracts and licenses • Governance of customer's SAP Support, the supportability of SAP solutions and the interface to SAP

Support • Coordination of customer's activities regarding SAP's current and future products and solution and the

interface to SAP's major programs influencing SAP Development

For this engagement, SAP will provide assessment of Licensee' capability that develops and manages SAP, considering SAP system governance, number of staff, roles & responsibilities, processes and enabling tools (e.g assessing use of Solution Manager or comparable tool)

For this engagement, SAP will provide assessment of Licensee' capability that develops and manages SAP, considering SAP system governance, number of staff, roles & responsibilities, processes and enabling tools (e.g. assessing use of Solution Manager or comparable tool).

Activities Description Service Details Documentation/Output Deliverables

CCoE (Customer Centre of Excellence) Assessment

Gap assessment of Licensee internal capabilities to develop and manage its SAP system considering SAP best practices

Gather data or inputs to stakeholders via workshops and interviews.

SAP to assess relevant documentations (see 1.4 Pre-requisites).

CCoE Opportunity Assessment Report — Recommendations for enhancing the Licensee CCOE covering system governance, people, process and tools

3 year SAP PlanA plan for manag

ing SAP over the next 3 years , with 18 month and 3 year planning horizons. Identifies 5 - 10 key initiatives and sequences them considering business priority, risk mitigation, IT foundation building blocks, organisation change considerations and IT TCO. This is used as the basis of a high level business case that shows the likely timing of costs and benefits over the 3 year planning horizon

3 year SAP Plan A plan for managing SAP over the next 3 years, with 18 month and 3 year planning horizons. Identifies 5 - 10 key initiatives and sequences them considering business priority, risk mitigation, IT foundation building blocks, organisation change considerations and IT TCO. This is used as the basis of a high level business case that shows the likely timing of costs and benefits over the 3 year planning horizon.

SAP Confidential SAP Statement of Work (Fixed Price) enPH,v.5-2012 SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012

、

5 5

Activities Description Service Details Documentation/Output Deliverables

Project Briefs Identifies and scopes key projects that will progress Licensee towards its target application landscape. Projects may include extensions to the SAP system or enhancement to the CCoE.

Prepare Project Brief

Joint workshop with licensee.

SAP to present overall outcome

SAP 3 Year Plan for Licensee — Provides a 1-2 page project brief for each project, in typical detail for making a funding applicationfor a feasibility project. Also provides a sequencing of these projects and actions needed to progress to the target state, showing traceability to business priorities, technical considerations and fastest paths to target functionalities.

Prioritisation & Sequencing

Sequences the projects and actions considering: business priority; risk mitigation, IT foundation building blocks, OCM and IT TCO.

1.4. Pre-requisites and Assumptions

It is assumed that GSIS will execute the activities below listed as Pre-requisites

1.4. Pre-requisites and Assumptions.

It is assumed that GSIS will execute the activities below listed as Pre-requisites:

General • General Availability of GSIS for interviews / Q&A / Workshops Solution Architecture documentation for SAP systems, including interlaces to other systems

EHP7 Proactive Maintenance Service - Impact Assessment & Customisation Review Remote access to systems Standard SAP code customization analysis reports SAP Roadmap Business Requirements Documentation for SAP systems

SEA and BPCA Installation Configuration of Business Process Change Analyzer and Scope and Effort Analyzer Execution of scope and effort analyzer functionality and provide the usage of standard and custom codes Creation of TBOM for 1 business process up to 5 transactions for BPCA anlysis Solution Manager has been set up/installed already

Availability of GSIS for interviews / Q&A / Workshops Solution Architecture documentation for SAP systems, including interfaces to other systems

• EHP7 Proactive Maintenance Service - Impact Assessment & Customisation Review Remote access to systems Standard SAP code customization analysis reports SAP Roadmap Business Requirements Documentation for SAP systems

• SEA and BPCA Installation Configuration of Business Process Change Analyzer and Scope and Effort Analyzer Execution of scope and effort analyzer functionality and provide the usage of standard and custom codes. Creafion of TBOM for 1 business process up to 5 transactions for BPCA anlysis. Solution Manager has been set up/installed already.

CCOE • CCOE IT Governance Documentation ITSM Processes & Procedures ITSM Tool Solution Architecture (Solution Manager used or something else?) IT Organisation Structure IT Steering and Management Committee agenda & minutes documents ITSM KPIs Service Level Agreements provided by IT ITSM / IT Management Dashboard or KPI Reports (last 12 months) IT Metrics - headcount, opex, capex

3 SAP Year Plan Current IT Strategy Current Enterprise Architecture documentation (Business, Data, Application, Technology) SAP Business Case Corporate KPls and reports / Balanced Scorecard (if available) Solution Architecture documendtation for SAP systems, including interlaces to other systems

IT Governance Documentation ITSM Processes & Procedures ITSM Tool Solution Architecture (Solution Manager used or something else?) IT Organisation Structure IT Steering and Management Committee agenda & minutes documents ITSM KPIs Service Level Agreements provided by IT ITSM / IT Management Dashboard or KPI Reports (last 12 months) IT Metrics - headcount, opex, capex

• 3 SAP Year Plan Current IT Strategy Current Enterprise Architecture documentation (Business, Data, Application, Technology) SAP Business Case Corporate KPIs and reports / Balanced Scorecard (if available) Solution Architecture documendtation for SAP systems, including interfaces to other systems

1.5. Out-of-Scope Areas 1.5. Out-of-Scope Areas

General Enterprise Architecture SAP Solution Architecture IT Strategy Business Case SAP Design & Implementation Organisational and Business Process Change Management Subsidiaries of GSIS, affiliate companies or attached agencies are exempt from the organization scope Analysis of artifacts not provided in English language

General: • Enterprise Architecture • SAP Solution Architecture • IT Strategy • Business Case • SAP Design & Implementation • Organisational and Business Process Change Management • Subsidiaries of GSIS, affiliate companies or attached agencies are exempt from the organization scope

Analysis of artifacts not provided in English language.

SAP Confidential SAP Statement of Work (Fixed Price) enPH.v5-2012 SAP Confidential SAP Statement of Work (Fixed Price) enPH.v.5-2012

6 6

SPDD and SPAU adjustment Solution Manager Installation Functional verification! test Enhancement and customized objects adjustment Integration with BACKUP software Delivery of standby database environments Integration with HA - Clustering Application performance optimization & tuning Delivery in VIRTUALIZATION environments activities Functional & Add-on module adjustment Roles and Authorization profiles adjustment Any interfaces related and printing adjustment Change Transport Request management Project Management for Technical Upgrade Business function activations

System I Database backup Going Live support after CUTOVER Any items that are not mentioned in scope of work will be deemed out of scope

2. Project Approach 2.1. Approach and Timeline

2.2. The project will be conducted over approximately Ten (10) working weeks as follows: (Please insert a new title reflecting the new name for Activit 1)

'dmI e!'1 5 t2

IWI

""， ‘

~ a,

●”● う

p c 鶴

m悼う

叫~ ‘~

h".l h”．月 hm, h!.1・

’ ヒ叫苦 11‘●畠””I・1「‘ ;: ,a,ruM !4 、 n

'""b~ニ~

1'" ru,.' .kl,

~ー~“．,.

- 帯

」しC'A，~”” ぐ：矩~ 湖●~ I

農’I

’~，‘" ，ー，ザ，・, 加蛇・・＝

2.3. Changes to the timeline may be made by mutual agreement, documented in writing, between SAP and the Licencee

2.4. Quality and Risk Management

2.5. Final Draft Deliverables will be reviewed by the Regional Head of BTS or a Business Transformation Principal outside the project team before being issued to GSIS for approval

2.6. Risks and Issues will be logged by the project team, reported and managed through the weekly project reporting arrangements

2.7. Project Methodology

2.7.1 Project Toolset Not applicable

2.7.2. Testing Approach Not applicable

2.7.3. Data Migration Approach Not applicable

2.7.4. Development Approach Not applicable

2.7.5. Technical Management Approach Not applicable

2.7.6 Education Approach Not applicable

2.7.7. Change Management Approach Not applicable

SAP Confidential

7 SAP Statement of Work (Fixed Price) enPH.v.5-2012

4. Project Assumptions 4. Project Assumptions

4.1 4.1 GeneralPrO旧d 」 General Project Assumptions General Project Assumptions

2.7.8. Knowledge Transfer Not applicable

2.7.8. Knowledge Transfer Not applicable

Project Organization

3. Logistics

The tasks and activities of this Project will be delivered on and off site

3.1. Project Governance To ensure effective communication between SAP and the Licensee, an SAP and Licensee status meeting to clarify open issues and questions will occur weekly unless a different periodic interval is mutually agreed to

Project Organization

3. Logistics

The tasks and activities of this Project will be delivered on and off site.

3.1. Project Governance To ensure effective communication between SAP and the Licensee, an SAP and Licensee status meeting to clarify open issues and questions will occur weekly unless a different periodic interval is mutually agreed to.

Licensee must set up a Project Steering Committee. The SAP Project Manager must be invited to the Project Steering Committee meetings. The SAP Project Manager will usually attend remotely Licensee must set up a Project Steering Committee. The SAP Project Manager must be invited to the Project Steering Committee meetings. The SAP Project Manager will usually attend remotely.

3.2. Project Team Organization Each party, SAP and License, shall designate a Project Manager. The Project Managers shall work together toward a timely implementation. The SAP Project Manager and the Licensee Project Manager, jointly, will plan the project; select resources and monitor progress

3.3. 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

3.2. Project Team Organizafion Each party, SAP and License, shall designate a Project Manager. The Project Managers shall work together toward a timely implementation. The SAP Project Manager and the Licensee Project Manager, jointly, will plan the project; select resources and monitor progress.

3.3. 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.

Licensee will assign all necessary IT and business resources as needed to ensure a quick and efficient Project Licensee will assign all necessary IT and business resources as needed to ensure a quick and efficient Project.

The proposed Licensee Project team will be as follows The proposed Licensee Project team will be as follows:

Licensee Project Team Duration

Project Manager Fulltime

Process Owner Part time

SAP Application Manager(s) or delegate Part time

ITSM Manager / IT Operations Manager or delegate Part time

IT Strategy & Enterprise Architecture Manager or delegate Part time

Proposed SAP Project team will be as follows Proposed SAP Project team will be as follows:

SAP Project Team Delivery Method

Business Transformation Principal Onsite/Offsite

CCOE Lead/Expert Onsite/Offsite

Functional Experts Onsite/Offsite

CCOE Experts Onsite/Offsite

Other SMEs required to (a) resolve specific questions raised during the project, or (b) perform tasks within standard SAP assessment services (c) technical consultants as needed

Onsite site

/Off

Anything not specified as in-scope is deemed out-of-scope and is not part of this Project. Inclusion of out- of-scope items would require additional Services through a Change Order or separate statement of work Anything not specified as in-scope is deemed out-of-scope and is not part of this Project. Inclusion of out- of-scope items would require additional Services through a Change Order or separate statement of work.

All service content will be delivered in English All service content will be delivered in English.

Any changes to pre-defined Scope may require a change order or additional Statement of Work Any changes to pre-defined Scope may require a change order or additional Statement of Work.

4.2. People I Organization 4.2. People / Organization


8 8

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

The Project will be carried out requiring the efforts of both SAP and Licensee. Licensee will provide knowledgeable, decision-empowered resources available to work on the Projects as part of the Project team, and will supply SAP with the names and contact information of all Licensee and Third Party resources assicined to the Proiect

Licensee agrees and understands that the assigned SAP Expert/Lead (5) may perform Services on the Project from an off-site location

SAP reserves the right to, in its sole discretion; replace any assigned Expert/Lead with a SAP Expert/Lead with eauivalent skills

Licensee and SAP will promptly replace inappropriate team members or vacated team slots as deemed necessary during the Project

Licensee will provide the core team on a full-time basis. Additional part time resources will be used to diversify the knowledge base and reduce risk. Other business and technical experts from within Licensee will participate on an as needed basis

4.3. Development Not applicableー out of scope

4.4. Change Management There are no GSIS Organisational Change Management barriers to satisfactory delivery of this project

4.5. Testing Not applicable - out of scope

4.6. Project Infrastructure There are no Project Infrastructure barriers to satisfactory delivery of this project

4.7. Deployment Not applicable - out of scope

4.8. Data Migration Not applicableー out of scope

SAP Confidential


Exhibit 2

to Statement of Work

dated 15 June, 2015 to

Professional Services Agreement or Schedule ("PSA") between

SAP Philippines Inc. ('SAP") and

Government Service Insurance System ("Licensee")

Chanqe Order Procedure

Any change to this SOW 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 Change Requests to the SOW 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 Services and Deliverables (if any); Estimated impact, if any, on project schedule; and Estimated change, if any, in services fees

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

All approved Change Requests will be incorporated into the Change Order to this SOW. SAP will not perform any Services outside of the SOW until the Change Request has been signed by both parties

1. Describe the requested change

2. Define the impact, if any, on existing Services and Deliverables (if any)

3. Define additional Services 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 Services and payment schedule, if appropriate

Government Service Insurance System

Ryan Poggi Country Managing Director SAP Philippines Inc.

Date

Date

Boon Kok Chua Commercial Finance Manager

Date

Date

SAP Confidential


Order No. Order No. Profit Center Profit Center

Project Mgr Customer Project Mgr Customer

Government Service Insurance System Financial Center, Pasay City, 1308 Metro Manila, Philippines

Government Service Insurance System Financial Center, Pasay City, 1308 Metro Manila, Philippines

Customer Customer

Exhibit 3 to



between SAP Philippines Inc. ('SAP")


Exhibit 3 to



between SAP Philippines Inc. ("SAP")


Acceptance Protocol Project Name Working Package

Acceptance Protocol Project Name Working Package

Project Manager SAP Project Manager SAP

Handover of Project Results Handover of Project Results

The subject matters of the contract subsequently specified were handed over and were defined in detail in the

following documents

The subject matters of the contract subsequently specified were handed over and were defined in detail in the

following documents:

ID Subject Matter Document Date Comments

1

2

Place, Date Place, Date Project Manager SAP Project Manager SAP

Acceptance Statement Acceptance Statement

ロ The activity results have been generated as mutually agreed in the contract. Consequently, the contract has been fulfilled on part of SAP to the full extent. The customer hereby declares his acceptance

0 The activity results have been generated as mutually agreed in the contract. Consequently, the contract has been fulfilled on part of SAP to the full extent. The customer hereby declares his acceptance.

O The activity results show defects, which do not preclude acceptance and which impair the usefulness of the contracts goods, works and services only to an insubstantial extent. These open issues listed below shall be rectified. The customer hereby declares his acceptance

The activity results show defects, which do not preclude acceptance and which impair the usefulness of the contracts goods, works and services only to an insubstantial extent. These open issues listed below shall be rectified. The customer hereby declares his acceptance.

ロ will be listed below The activity results show substantial defects, which preclude acceptance. Acceptance is refused. The open issues will be listed below.

No. No. Ref. to ID Ref. to ID Open Issue Open Issue Responsible Responsible Deadline Deadline


Place, Date Customer

SAP Confidential

12 SAP Statement of Work (Fixed Price) enPHv.5-2012

Patri Client Partner MP Philippines 勿c

IN WITNESS WHEREOF, the parties have duly executed this Contract on the date and place first above written.

GOVERNMENT SERVICE INSURANCE SYSTEM

By:

プソ

／

JUAN PIIILIP S. EVANGELISTA

器m中n Technology Services Group

SAP PHILIPPINES INC.

By: ／一一ー

RYAN POGGI Country Managing Director SAPPん伽pines Inc

SIGNED IN THE PRESENCE OF:

Michelle Sat ito ルQがcer /1,'HD

CERTIFIED FUNDS AVAILABLE: Php i 糾ブ GI. Account # 5102091000 Fund Center 902100002

Manuel P.

Vic穿ident, FIS貿ASO

Certified Included in the 2015 GSIS Annual Procurement Plan

Rom鷺孟naJr/ ハ1/J・ DAC coi'rprciriat

Doc. No. コ A1 Page No. 'jirn Book No.メ -t)

愛．

I に

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

PASAY CITY G11 Or MAKI、T

聾！稲ミ繁警 Public for and in the City嘘 TY OF MAKAT ,this - "‘、J'"LU1.), personaiiy appearea:

BEF day of

Name

Juan Philip S. Evangelista (for the GSIS)

Ryan Poggi (for SAP Philippines Inc.)

Driver 's Date/Place可太sue licenseノ

AissPort N0

EC3 132865 January 8,2015/Manila

MOO 123795 August 20, 2014/South Africa

known to me and to me known to be the same persons, Juan Philip S. Evangelista, in representation of the GSIS as a juridical person, and Ryan Poggi, in representation of SAP Philippines Inc. as a juridical person, who executed the foregoing Contract for the Business Transformation Services consisting of four (4) pages including the page on which this Acknowledgment is written, signed by the parties and their witnesses on each and every page thereof, and acknowledge to me that the same is their free and voluntary act and deed, and of the entities they represent

WITNESS MY HAND AND NOTARIAL SEAL on the date and the place stated above.

認P,0.bン 5シL言 ’m、い一ニ，凡Cび ‘与，仁 plに‘て、ゾ

ADcn !1Tで‘ユflt No.’か1 り。ー（2・1 1

Fに N(J d7誠鳶12Am.5.1

！五lkかlCけ‘灘メir4<‘、 ‘り 1(' 1 り“ で一、 AYe。こにつ、「～二 ’

いgy. Po de! rぬ‘M己A'n

Series of 2015

2

Documents

STATEMENT OF WORK - Government Service Insurance System · Government Service Insurance System Financial Center, ... It is understood that Philippine withholding taxes, ... SAP Statement