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NEP2: Choosing a Vendor

Bullzai Ltd. Services: Response to Request for Proposal

v1.1

Response to Endothon, Inc.; Division of Purchasing and General Services Request for Proposal

Master Agreement for an Enterprise Resource Planning System, Selection, Configuration, Implementation, Data Migration, and Support Management Services

Solicitation: JP14001

April 27, xxxx

Bullzai Ltd. Systems: Response to Request for Proposal

Endothon Division of Purchasing

and General Services

Master Agreement for Enterprise Resource Planning Products & Services

Solicitation: JP14001

April 27, xxxx

Bullzai Ltd. Systems

Bullzai Ltd. Systems

113 W Pakisham Way, Chandigarh, India

W Pakisham Way, Chandigarh, India

http://www.Bullzai.com

Cover Letter

April 27, xxxx

Ms. Maria Sousa

Chief Executive Officer

Endothon Systems Inc.

Dear Ms. Sousa,

I am presenting this proposal as outlined in your Request for Proposal (RFP). We agree with the scope, terms, and conditions of this RFP. We have attached all required documents from the Endothon Inc. RFP and have filled out any information that was required.

The pricing we have submitted is for those services that are being requested in your RFP. We have developed what we believe to be the best possible solutions for Endothon Inc. as well as your customers as discussed in this proposal. We have also provided a quote for our ERP maintenance services in the “Pricing and Performance” section as well as a description of this service in the attachments section. We believe that every utility should take advantage of this program as there is absolutely no risk, and the only outcome for Endothon Inc. is additional service and support.

We are currently working with the Louisville Water Company and the Metropolitan Sewer District. After reviewing approximately 40,000 accounts since February of this year, we have increased their annual revenues by just over $1,000,000 per year due to platform changes and efficiencies similar to changes we are proposing for Endothon Inc. We will also mention additional services that we can provide and the costs of these services given the scope of this RFP. Please know that our platform solution can provide much more value to your operations than just outsourced utility. We can become the point for all contact with your service providers, from setting up new accounts to issuing service orders for repairs or service.

We are committed to the performance of this contract, as stated in this proposal, for the term of the contract and any extension thereof. If we are selected as the winning bidder, we guarantee we will be ready and willing when that date arrives. This offer will be irrevocable for a period of 90 days subsequent to the due date of this proposal; however, our desire to contract with Endothon Inc. will remain in effect indefinitely. Bullzai, Ltd. would like to thank Endothon Inc. for including us in this opportunity, and we look forward to working with you in any way we can. Please do not hesitate to contact us for any questions or concerns that you may have. We look forward to the opportunity to make an oral presentation later in the month.

I am authorized by Bullzai Ltd. to negotiate on its behalf. By signing below, I authorize that I have sufficient authority to commit Bullzai Ltd. to this proposal.

Sincerely,

Fatima Patel

Vice President

International Accounts

Bullzai Ltd.

Legal Disclaimer

Thank you for the opportunity to submit this nonbinding (other than pricing for services listed in our quotes) proposal for your consideration. Please note that this proposal may include proprietary, confidential, and/or trade-secret information, which, if included, will be clearly marked as such in the proposal. Any information that Bullzai Ltd. considers to be a trade secret will not be subject to disclosure under any public records act.

Table of Contents

Executive Summary 6

Response to the Endothon Request for Proposal 6

Signature of Agreement 13

Signature Agreements 21

Statement of Work 22

1.Introduction 22

2.Background 22

3.Current Environment 22

4.Objectives 23

5.Scope 23

6.Key Deliverables, Milestones, and Schedule 23

7.Constraints 24

8.Pricing and Performance 24

9.Place of Performance 25

10.Points of Contact 25

Signatures from Involved Parties 26

Service Level Agreement 27

1. Summary 27

2. Goals & Objectives 27

3. Program Review 27

4. Service Agreement 28

4.1. Service Scope 28

4.2. Endothon Inc. Requirements 28

4.3. Service Provider Requirements 28

4.4. Service Assumptions 28

5. Service Management 28

5.1. Service Availability 28

5.2. Service Requests 29

Signature of Agreement 30

Executive Summary

It’s important to note that this response is not about trying to persuade you to discontinue the use of your ERP plans with Epicor. Your organization has now made plans for a strategic investment in SAP ERP for improved operational efficiency and margins. But as a supply chain professional, you know there are still many opportunities to increase efficiencies in your operations. Knowing what options exist and evaluating them on their own merits will be vital to your organization’s success.

The truth is that no software vendor has the best solution to every business problem. And companies are finding that the value delivered by the best solution is far greater than any costs to integrate and manage those applications. In fact, with the availability of cloud-based, supply-chain applications, many barriers to rapid and risk-free adoption can now be largely mitigated if not completely removed.

Through our strategy of acquiring and integrating solution vendors with industry-proven and analyst-recognized best-in-class applications, Bullzai’s Oracle OWS product portfolio includes a number of applications that deliver rapid, tangible, and sustainable results to SAP ERP users.

Organizations with a strategic investment in SAP need to be confident that any non-SAP application delivers significant business value. By choosing a best-in-class ERP application from Oracle Web Services, you gain the functional advantages of market-leading software and the broadest suite of applications across the entire value chain as well as many other benefits:

• Fast time to value and innovation: Bullzai’s implementation of Oracle’s web applications is designed to be fast, with extensive configuration options that enable the software to be tailored to your business processes with no expensive customization. Cloud-based deployment options can start delivering value in days or weeks for a fraction of the set-up costs of an on-premise installation.

• Rapid integration: Oracle’s web applications are built on open, standards-based middleware, enabling rapid integration with SAP and other third-party applications.

• Built-in business intelligence: Bullzai’s integration of ERP applications not only offers modern operational functionality but also has built-in dashboards for monitoring and reporting on performance and identifying and addressing exceptions.

• Familiar, secure technology platform: Bullzai’s Oracle web applications rely on the same secure, powerful Oracle database platform that underpins the majority of SAP and other business application implementations, providing unrivaled security, performance, and availability for your enterprise data.

There are three key areas where Bullzai’s Oracle web service applications can deliver immediate and lasting business benefits to SAP ERP users by using the following SAP modules: Financial Accounting and Controlling, Human Resource Management System, and Sales and Distribution. This response to the Endothon Inc. request for proposals will establish how Bullzai can leverage Oracle Web Services to establish a state of the art SAP implementation while reducing overall infrastructure, licensing, and labor resource costs, and providing significant improvements in functional applications and utility.

Sincerely,

Reo Raj Bindu

Chief Executive Officer

Bullzai Ltd.

Response to the Endothon Request for Proposal

1. Introduction to the Point-by-Point RFP Response

This response by Bullzai Ltd. demonstrates an understanding of the Endothon Inc. (“Endothon”) Request for Proposal and describes a unique approach toward the accomplishment of the services requested. This proposal anticipates that the ERP project may include a change of platform from premise-based services to web-service platforms. Bullzai Ltd. proposes the following projection of activities it feels will most effectively meet the objectives set forth in the Endothon Request for Proposal:

a. Evaluate and assess Endothon’s current business, manufacturing, finance, sales, human resources, customer service, and technology environment, including services provided, application software, infrastructure, funding, and technology service methodology

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will do a complete review of Endothon’s one- to five-year business structure, its goals, and objectives. Bullzai will conduct a research project to assess Endothon’s business goals for the next five years. The areas of analysis will include the following:

• finance

• accounting

• plant operations and manufacturing

• human resources

• information technology

• Endothon maintenance

Bullzai will provide the results of the analysis that will include an assessment of each of the above target areas. Bullzai Ltd. will also provide a requirements document to resolve the gaps and issues discovered in the analysis.

b. Evaluate Endothon’s organizational structure and staffing to ensure that these are positioned to support and properly meet Endothon’s current needs and the next five years of ERP needs with the necessary reporting relationships

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will construct a personnel organization and staffing resource plan to support the ongoing needs of Endothon for the next five years.

Bullzai will research and review the as-is organizational structure and staffing assignments relative to the needs of a new ERP system and make pertinent recommendations to provide resources to successfully configure and support the systems. The organization plan will support Endothon’s strategic and tactical goals for the ERP system.

c. Assist Endothon in establishing a governance framework and approach to guide and ensure optimal project decisions and investments with regard to the ERP project. This framework and approach should support the company’s business objectives, including the most appropriate service provisioning agreements and management oversight.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai recommends the CoBit 5 IT governance framework and ISO 20000 International Standards for the management and support of its ERP system. Bullzai will utilize these Information Technology Systems Management (ITSM) standards when implementing the system and will assist Endothon in adopting the framework for the governance of the planning, design, development, implementation, and maintenance of the Endothon ERP systems international environment.

d. Collaborate with all levels of management in all company departments and other key ERP stakeholders, as well as the IT staff, to determine current and future functionality needs and the company’s desired business systems end state.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will conduct a comprehensive research and interview process to determine the specific current and future Endothon ERP functionality needs. The results of the research will be a published analysis document with recommendations for the successful implementation of an Endothon ERP system.

e. Document the appropriate application and infrastructure requirements based on the company’s priorities. Research options for meeting the discovered needs. Make project recommendations that will help ensure the company’s ability to effectively select, configure, implement, and maintain a highly functional ERP system that meets and supports the company’s current and future business needs.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai proposes the use of the Oracle Web Services environment supporting SAP. In this environment (hereby considered the “Endothon environment”) there are major modules of interest and necessity, both from the information provided in the RFP as well as the review meetings held at Endothon. These revealed the need for three major SAP modules: Financial, Accounting, and Controlling (FICO); Human Resources Management System (HRMS); and Sales and Distribution (SD). The following brief description outlines the general nature of each of these systems:

1. FICO – Financial, Accounting, and Controlling: This module includes procurement and payments for international contracts. It also includes the recording of financial transactions and the assurance of the correct payments for the correct performance. Transfer pricing (monetary exchange rates) tracking and posting are continually managed by this system.

2. HRMS - Human Resources Management System: All personnel data, including personal information, work history, medical records, training history, salary information, and organizational placement are contained in this module.

3. SD - Sales and Distribution: The eight manufacturing plants are automated and tracked through this module. This includes the proprietary designs and components of the various products. Product design information will be encrypted and transmitted from the headquarters in Atlanta, Georgia, to the various plants on a continual basis. This includes Endothon data, shipping and receiving information, and inventory loads.

The Oracle SAP web service environment also supports additional modules and third-party applications that may also be needed, but will be addressed in subsequent proposals.

Bullzai’s Endothon proposal will engage the three modules within the Oracle Web Services environment. Bullzai will also recommend increasing the scope for this project, including unexpected time and cost changes that may occur. When suggesting increases to the scope, Bullzai will use those additional rate cards given herein. Bullzai will fully plan, design, configure, implement, and support (via the ExtendedCare Solution) these modules as described in the Endothon SAP ERP RFP.

f. Prioritize recommended actions and plans that ensure projects are based on industry standards and best practices.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will provide a fully developed Project Management (PM) plan that plots out the phases of work necessary to plan, design, configure, implement, and operate the Endothon ERP system and the selected modules. This plan will be framed in accordance with CoBit 5 Governance and with SAFe Structure Agile Foundations as well as the Project Management Institute’s (PMI) Project Management Body of Knowledge (PMBOK) and the M1 Center for Project Management (CPM) Methodology. CoBit 5, ITSM, and PMI Certified Project Managers will be assigned to the Endothon account and will perform all tasks in accordance with the project plan. The program methods and results will conform to ISO 20000 as well as meet SOX 2011 Standards as noted above for financial audit and security coverage.

g. Conduct workshops tailored to company departments to present draft findings and elicit additional business needs.

1. A five-year plan and detailed budget to install and support the ERP environment.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will create and present the ERP support plan that will include financial projections for licensing, network review and management, ABAP programming, technical support, maintenance, basis monitoring, warranty support, configuration programming, project management, program management, consulting, and documentation. These cost areas will comprise the total scope of budgeting for the program and will be reflected in the ERP support plan and the enclosed Statement of Work.

2. Outline strategies, goals, and objectives aligned to the provided functionality of the recommended system.

Bullzai Ltd. Response

Confirmed and will comply. The ERP transition plan will present a fully detailed functionality review of all the system capabilities in the OWS (Oracle Web Services) SAP-ERP offering. An easy to use customer portal will be provided to present an all-encompassing review of system, function, operational interfaces, and system support and maintenance.

3. Project the costs associated with ongoing staffing to support the system.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will provide a highly skilled SAP configuration and implementation team for this project. It will also provide, through Oracle Web Services (OWS), the correct integration specialists and web services engineers to support the in-premise to cloud shift that is proposed here. Endothon will be billed $63,000 per month for the first two years for these services; after two years, Endothon will be billed $93/hour for this work. OWS will feed the project server monitoring system to provide the necessary tracking and accountability reports required in the RFP. All weekly metrics based on key performance indicators tied to program and project milestones in the ERP plan will be provided on the project server dashboard. Bullzai will provide full accessibility to all authorized Endothon members. In this manner, Endothon will be able to construct the format and method of receiving metric progress reports. Special status reports will be generated for the one sponsor, steering committee, and stakeholders as required in the RFP.

4. Outline key project methods and processes, using best practices and a standards-based approach.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will use the M1 Center for Project Management (CPM) Methodology for its Project Execution Practice. This consists of six phases of project work: planning, design, development, implementation, cutover, and extended care. Each phase of the project will have a decision point that the steering committee will engage prior to the movement to the next phase. Bullzai warrants the success of this model and will ensure that the Endothon project team will be functionally familiar with the process before the project starts.

5. Provide project timelines, hardware and software needs, implementation costs, project dependencies, and benefits.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai commits that the project plan, timelines, hardware, software, costs, benefits, and challenges, as well as dependencies will be noted in the Endothon ERP project plan. This plan will be the master plan for all specifications and information related to the program. Bullzai will hold daily standups with the project teams along with Oracle’s implementation and planning team. Weekly finance review meetings will be held to review cost accounting and budget alignment. Monthly finance meetings will be held to reconcile project costs, provide remediation if costs go beyond budget more than 10%, and provide rolling projections of costs anticipated for the coming year by month. Quarterly steering committee meetings will be held for executive review and input. All systems acquisitions will be covered during this review and project status.

6. Identify staff resources and training required to implement the entire ERP plan.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will provide Endothon with an organizational staffing plan that aligns with the RFP requirements. The staffing plan will include required skill sets and projected resource demands to support the new cloud-based SAP ERP system. Bullzai will also provide a two-year training plan as required by the RFP that will include a list of courses, syllabus material, and courseware necessary to achieve expert levels of operation and management. The training plan will also include materials for the configuration, programming, support, remediation and diagnostics, and maintenance of the system. This information will be available online with the Endothon support services website.

7. Provide guidance and direction for Endothon’s ongoing IT governance and implementation of this ERP Plan.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai recommends the use of the CoBit 5 governance program. Bullzai will train each designated member of the Endothon staff in CoBit 5 fundamentals as well as ISO 20000 during the first two years of the agreement. Bullzai will conduct and pay for all on- and off-site training material, certification exams, and other training costs within this two-year period.

8. Document and present the final plan to Endothon’s departments, IT staff, and executive senior management.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will provide the ERP systems project plan, which will be the comprehensive plan for all aspects of the development and re-engineering of the Endothon ERP to the Oracle Web Services environment. The project plan will be presented to Endothon executive management and staff, sponsor, and steering committee for review and final approval within three months of the date of the signing of the project contract.

A full set of user and manager documentation will be provided, including operation manuals, configuration manuals, security architecture manuals, system flow charts, system diagnostics, system operation troubleshooting procedures, and OWS back-up and restore protocols. Bullzai and Oracle Web Services will provide a full runtime management license to these areas of operation and support for Endothon and will provide online access for all documentation.

h. Agree to complete a fully functional implementation of the ERP no later than 10 months after signing the SOW.

Bullzai Ltd. Response

Confirmed and will comply. Within 10 months of signing the SOW, Bullzai will provide a fully functional implementation of the ERP.

1. Risk Assessment

Use IT industry standards to perform a risk assessment and gap analysis on the effectiveness of the current company ERP system, infrastructure, security, and resourcing to identify and mitigate potential risk vulnerabilities in the implementation of a new system. This should also include an overview gap analysis of the current system functionality, the demands of the business as determined through due diligence research, and the functionality of the proposed system and its configuration.

Bullzai Ltd. Response

Confirmed and will comply. Bullzai will provide a comprehensive and documented risk assessment that will include the following:

1. review of network device configuration infrastructure to support cloud service environment

2. review of a sampling of network traffic, data storage, data handling, data management, manufacturing data movement, financial data movement, sales data movement, and Endothon service data telemetry specifically as data is moved to the web service environment

3. international business requirements, goals, and objectives review especially considered for cloud-based applications and data

4. review of a sampling desktop traffic (max 4) and laptop traffic (max 2) configurations to ensure useable network capability of the proposed system on the current web-connected infrastructure

5. review of security protocols, firewalls, encryption, the use of AES256 standards, and SOC1 and SOC2 standards applied to the cloud environment proposed, including a future look at being leveraged for additional service modules and functionality

Bullzai will also provide a gap analysis that will determine any weaknesses and a review of best practices along with applicable international policies and laws associated with those practices. Bullzai will provide the following:

1. determined threat levels (high, medium, low)

2. level of effort to mitigate threats (high, medium, low)

3. estimated resource, cost, and time requirements to mitigate threats

4. a full analysis and pass through of Oracle Web Services security protocols, protections, and detection capabilities.

1. Bullzai Ltd. Personnel and Systems Qualifications

Bullzai Ltd. responds to the following request for qualifications from the original Endothon proposal:

1. Bullzai Ltd., along with Oracle Web Services, have a minimum of ten years of experience in developing, configuring, and implementing SAP ERP systems, especially on the web as an SaaS application.

2. Bullzai Ltd., along with Oracle Web Services, are 100% independent, which is defined as receiving no fees or commissions from any manufacturer, vendor, or organization that could potentially be considered as a qualified provider of hardware or software to Endothon.

3. Bullzai Ltd., along with Oracle Web Services, have prior experience and have completed at least three (3) IT strategic plans or similar projects over the last five (5) years in the public sector.

4. Bullzai Ltd., along with Oracle Web Services, maintain errors and omissions insurance as well as workers’ compensation policies that meet or exceed the minimum requirements of Endothon as designated in Endothon’s Request for Proposal.

Signature of Agreement

This response to request for proposal is signed on the date indicated by duly authorized representatives of Endothon Inc. and Bullzai Ltd. Systems and represents the agreement of the parties to all elements of the this agreement as witnessed by the signatures that follow:

ACCEPTED BY: ACCEPTED BY:

Endothon Inc. Bullzai Ltd.

Name:_________________________________Name:_____________________________

(Please Print) (Please Print)

Signature:___________________________Signature:_____________________________

Date:_______________________________Date:_________________________________

Address:_____________________________Address:______________________________

Please sign upon acceptance of this response to proposal

Master Services Agreement

This information technology master services agreement ("Agreement") is made on the date indicated below in the signatory section between Bullzai Ltd., a company located in the Republic of India at 113 W Pakisham Way, Chandigarh, India (“Company”), and Endothon Inc., a company located in the United States at 555 Peachtree Circle, Atlanta, GA 30301 (“Customer”).

WHEREAS, Company is engaged in the business of providing a full range of information technology consulting services; and

WHEREAS, Customer desires to retain Company to perform information technology services and functions; and

NOW THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, the parties have agreed and do agree as follows:

AGREEMENT

1. Contracted Services. This Agreement shall apply to the delivery of information technology services, support, and functions as further described in Statements of Work (SOW) that may be proposed and approved by the parties. Any such approved SOW shall be incorporated herein by reference (the services and functions described in any SOW are hereafter referred to as the “Services”). In the event that the scope of the Services is expanded, revised, or modified, for any SOW incorporated herein, the parties shall prepare and sign an amended or new SOW (or change order), which likewise shall be attached hereto and incorporated herein by reference. Absent the execution of a SOW, this Agreement does not, in and of itself, represent a commitment by Customer to receive any Services from Company or pay Company any fees.

1. Term of Agreement.

1. 1. The term of this Agreement will commence on the Effective Date set forth below and will continue until terminated by either party, as provided below (“Term”). In the event that the SOW provides for a different Term, the SOW Term will control for that specific SOW only.

1. 1. Either party shall have the option to terminate this Agreement, without cause, by providing one hundred twenty (120) days’ notice of its intent to terminate the Agreement without cause. In the event that a SOW provides for a different termination notice period, the SOW termination clause will control for that specific SOW only.

1. 1. In the event that there is a continuing need for any Services identified in a SOW after the expiration of this Agreement, and Customer requests, in writing, to have Company complete the Services, this Agreement will automatically renew for the period of time that it takes for the completion of such Services.

1. 1. The Agreement can be terminated for cause, as defined in paragraph 14(a) herein, at any time provided the alleged breaching party is provided an opportunity to cure the alleged breach in the manner set forth in paragraph 14(a) below or a permitted delay, as defined in paragraph 14(d) herein, does not apply.

1. Fees and Payment Terms.

1. 1. In exchange for the Services performed by Company, as set forth in any SOW, Customer agrees to compensate Company at the rates identified in the fee schedule set forth in a SOW. Such rates are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein. Customer will pay all undisputed invoices within fifteen (15) days of receipt thereof.

1. 1. In addition, Customer shall reimburse Company its actual out-of-pocket expenses as reasonably incurred by Company in connection with the performance of Services. Additional expenses for materials, services, training and hardware may only be incurred by Company and charged to Customer if prior written approval from Customer has been obtained.

1. 1. A late charge of one and one-half percent (1½%) per month, or the legal maximum if less, shall accrue on past due billings unless Customer notifies Company of a billing dispute in writing prior to the payment due date. Customer shall be responsible for any costs incurred by Company in the collection of unpaid invoices including, but not limited to, collection and filing costs and reasonable attorney’s fees of not less than fifteen percent (15%) of the outstanding balance due.

1. Change Orders or Out-of-Scope Services. To the extent that Customer requires or requests additional services or services that exceed the Services set forth in any SOW incorporated herein, Company will charge an additional fee for such additional services or out of scope work. Fees for such additional services or out-of-scope work will be set forth on a Change Authorization Order (CAO), which will also provide a description of the changed or additional service(s) being requested. Once a CAO is signed by both parties, it will be incorporated into the Agreement and have the same legal effect as the SOW that is incorporated into the Agreement.

1. Ownership of Materials Related to Services. The parties agree that any materials prepared and delivered by Company in the course of providing the Services shall be considered works made for hire. All rights, title, and interests of such materials shall be and are assigned to Customer as its sole and exclusive property. Notwithstanding the foregoing, the parties recognize that performance of Company hereunder will require the skills of Company, and, therefore, Company shall retain the right to use, without fee and for any purpose, such "know-how", ideas, techniques, and concepts used or developed by Company in the course of performance of the services of this Agreement.

1. Independent Contractor. The parties enter into this Agreement as independent contractors, and nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other employment relationship between the parties. All Company employees who are assigned to perform services at any Customer-owned or -leased facility shall be considered to be an employee of Company only and will not be considered an agent or employee of Customer for any purpose. Company will be solely responsible for payment of all compensation owed to its employees, including all applicable federal, state, and local employment taxes and will make deductions for all taxes and withholdings required by law. In no event will any Company employee be eligible for or entitled to any benefits of Customer.

1. Confidential Information.

1. 1. Customer understands and acknowledges that Company may, from time to time, disclose “Confidential Information” to Customer. For purposes of this Agreement, the term “Confidential Information” shall include but not be limited to any nonpublic and/or proprietary information or materials relating to Company’s promotional and/or marketing strategy and activity, Company’s pricing information (including but not limited to rates, margins, and budgets), Company’s financial and budget information, Company’s customer lists, information about the education, background, experience, and/or skills possessed by Company employees, Company employee compensation information, Company’s service and/or sales concepts, Company’s service and/or sales methodology, Company’s service and/or sales techniques, Company’s customer satisfaction data or sales information, or any information which Company marks or identifies as "confidential" at the time of disclosure or confirms in writing as confidential within a reasonable time (not to exceed thirty (30) days) after disclosure. Customer will not disclose Company’s Confidential Information to any third party at any time without the prior written consent of Company and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors, or consultants. Further, Company’s Confidential Information shall include the terms set forth in this Agreement, all of which shall remain the property of Company and shall in no event be transferred, conveyed, or assigned to Customer as a result of the services provided pursuant to this Agreement. The foregoing duty shall survive any termination or expiration of this Agreement.

1. 1. Company also understands and acknowledges that Customer may, from time to time, disclose to Company proprietary ideas, concepts, expertise, and technologies developed by Customer relating to computer application programming, installation, and operation (collectively “Customer’s Confidential Information”). Customer may further provide to Company documentation, reports, memoranda, notes, drawings, plans, papers, recordings, data, designs, materials, or other forms of records or information relating to Customer’s business operations (collectively “Confidential Trade Information”). Company agrees (i) not to use any Customer Confidential Information or Confidential Trade Information for its own use or for any purpose other than the specific purpose of completing the Services; (ii) not to voluntarily disclose any Customer Confidential Information or Confidential Trade Information to any other person or entity; and (iii) to take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, Customer Confidential Information and/or Confidential Trade Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have such Customer Confidential Information and/or Confidential Trade Information. The foregoing duty shall survive any termination or expiration of this Agreement.

1. 1. In no event shall Customer use Company’s Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the products or services of the owner.

1. 1. The following shall not be considered Confidential Information for purposes of this Agreement: (a) information which is or becomes in the public domain through no fault or act of the receiving party; (b) information which was independently developed by the receiving party without the use of or reliance on the disclosing party’s Confidential Information; (c) information which was provided to the receiving party by a third party under no duty of confidentiality to the disclosing party; or (d) information which is required to be disclosed by law with no further obligation of confidentiality, provided, however, prompt prior notice thereof shall be given to the party whose Confidential Information is involved.

1. 1. The parties agree that the disclosure of any of the foregoing Confidential Information by either party shall give rise to irreparable injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the non-disclosing party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

1. Non-Solicitation of Employees. Customer will not, either directly or indirectly (except through Company) solicit, hire, or contract with any Company employee during the term of this Agreement and for a one (1) year period following termination thereof (hereafter the "Non-Solicitation Term"). In the event that Customer desires to directly hire any Company employee during the Non-Solicitation Term, Customer must first seek Company’s consent to directly hire the employee and to speak with the Company employee about the employment opportunity. In the event that Company grants Customer the option to directly hire a Company employee, and the Company employee accepts an offer of employment from Customer, the parties shall discuss issues related to the employee's transition to Customer. The employee's start date will be mutually agreed upon by Customer and Company in writing. Provided the parties agree to the Company employee’s transition terms, Customer shall pay Company a placement fee of no less than 20% of offered salary prior to the Company employee commencing work as an employee of Customer. Unless the parties agree otherwise, Customer shall not directly hire more than two Company employees during the Non-Solicitation Term. If Customer hires a Company employee without first obtaining the consent of Company, Customer shall pay Company a liquidated damage equal to 100% of the employee’s fair market salary, as determined by Company in its sole discretion. This provision is considered a material term that allows for accelerated termination rights under paragraph 14 of this Agreement.

1. Customer Responsibilities. In addition to any obligations and responsibilities described in the SOW or elsewhere in this Agreement, Customer shall have shared responsibility with Company regarding the following:

(a) To ensure that the necessary business and application knowledge is available and conveyed from the Customer’s existing support team to Company’s support team. Provide ready access to all appropriate computing platforms, documentation (e.g., program source, copybooks, tables, subroutines), and personnel (i.e., end users and technical representatives) necessary to fully understand the current business systems and environments throughout the life of the engagement.

1. 1. Provide at its facility, office space and equipment for Company’s on-site employees. Access will also be provided to the Customer’s source libraries, test systems, and test data.

1. 1. Provide external communications capability and/or access to its work facility to enable Company’s on-site project team to access the Customer’s information technology system for after hours or weekend Services as required.

1. 1. Customer shall assign an employee or representative to be present at the work facility for any after-hours or weekend Services provided by Company. In the event that Customer declines or fails to assign an employee or representative to be present during such hours, Customer waives any and all claims for any property damage or loss that occurs during such time that Company’s employee(s) is on the Customer’s work facility.

1. 1. Provide passwords and job numbers to Company employees as needed.

1. Warranty of Services. Any warranty offered by Company for Services provided herein shall be set forth in the SOW. In the absence of any warranty language in the SOW, Company warrants that all Services performed pursuant to this Agreement will be performed in accordance with the general standards and practices of the information technology industry in existence at the time the Services are being performed. In the event that there is no warranty set forth in the SOW, the foregoing express limited warranty is in lieu of all other warranties and conditions expressed or implied, oral or written, contractual or statutory, including but not limited to any implied warranties of merchantability or fitness for a particular purpose to the extent applicable.

1. Limitation of Liability. Customer agrees that Company shall not be liable to Customer, or any third party, for (1) any liability claims, loss, damages, or expense of any kind arising directly or indirectly out of services provided herein for (2) any incidental or consequential damages, however caused, and Customer agrees to indemnify and hold Company harmless against such liabilities, claims, losses, damages (consequential or otherwise) or expenses, or actions in respect thereof, asserted or brought against Company by or in right of third parties or for (3) any punitive damages. For purposes of this Agreement, incidental or consequential damages shall include, but not be limited to, loss of anticipated revenues, income, profits or savings; loss of or damage to business reputation or good will; loss of Customers; loss of business or financial opportunity; or any other indirect or special damages of any kind categorized as consequential or incidental damages under the law of the State of Pennsylvania. Company’s liability for any damages hereunder shall in no event exceed the amount of fees paid by Customer to Company as of the date the alleged damages were incurred.

1. Indemnification. Each party shall indemnify, defend, and hold harmless the other, its employees, principals (partners, shareholders, or holders of an ownership interest, as the case may be), and agents from and against any third-party claims, demands, loss, damage, or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused solely by the negligence or willful conduct of the indemnifying party, its personnel, or agents in connection with the performance of the Services hereunder. To the extent that such claim arises from the concurrent conduct of Customer, Company, and/or any third party, it is expressly agreed that Company’s liability shall be limited by the terms and provisions of paragraph eleven (11) herein and that, with respect to any remaining obligations to pay any third party claims, demands, losses, damages, or expenses that are not limited by the terms and provisions of paragraph eleven (11) herein, each party's obligations of indemnity under this paragraph shall be effective only to the extent of each party's pro rata share of liability. To receive the foregoing indemnities, the party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying party's expense) and full authority to defend or settle the claim or suit. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party's written consent.

1. Equal Opportunity Employer. Company is an Equal Opportunity Employer and does not discriminate in recruitment, hiring, transfer, promotion, compensation, development, and termination of its employees on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's status, or other protected categories as required by applicable federal, state, and local laws. Customer likewise represents that it will not discriminate in the referral or acceptance of consultants hereunder on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's status, or other protected category as required by applicable federal, state, and local laws.

1. Termination.

1. 1. Termination for Cause: If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement (including any exhibits or amendments hereto), then that party may provide written notice to the other party’s management representative describing the alleged failure in reasonable detail. If the alleged failure relates to a failure to pay any sum due and owing under this Agreement or if Customer makes an unauthorized solicitation of a Company employee under the provisions of paragraph eight (8) herein, the breaching party shall have ten (10) business days after notice of such failure to cure the breach. If the breaching party fails to cure within ten (10) business days, then the non-breaching party may immediately terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party. With respect to all other defaults, if the breaching party does not, within thirty (30) calendar days after receiving such written notice, either (a) cure the material failure or (b) if the breach is not one that can reasonably be cured within thirty (30) calendar days, then the non-breaching party may terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party.

1. 1. Termination for Bankruptcy: Either party shall have the immediate right to terminate this Agreement, by providing written notice to the other party, in the event that (i) the other party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the other party’s property becomes subject to any levy, seizure, assignment, or sale for or by any creditor or government agency.

1. 1. Payments Due: The termination of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due or payable.

1. 1. Permitted Delays: Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto in whole or in part as a result of delays caused by the other party or an act of God or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including failures or fluctuations in electric power, heat, light, air conditioning, or telecommunication equipment, and such nonperformance shall not be a default hereunder or a ground for termination hereof. Company’s time of performance shall be enlarged, if and to the extent reasonably necessary, in the event (i) that Customer fails to submit information, instructions, approvals, or any other required element in the prescribed form or in accordance with the agreed upon schedules; (ii) of a special request by Customer or any governmental agency authorized to regulate, supervise, or impact Company’s normal processing schedule; (iii) that Customer fails to provide any equipment, software, premises, or performance called for by this Agreement, and the same is necessary for Company’s performance hereunder. Company will notify Customer of the estimated impact on its processing schedule, if any.

1. 1. Continuation of Services: Company will continue to perform Services during the notice period unless otherwise mutually agreed upon by the parties in writing. In the event that Customer provides the notice of termination and directs Company not to perform the services through the notice period, Customer agrees to pay Company an amount equal to the amount normally due to Company for the notice period. Upon termination by either party, Customer will pay Company for all services performed and charges and expenses reasonably incurred by Company in connection with the services provided under this Agreement through the date of termination.

1. Miscellaneous Clauses:

1. 1. Non-Restrictive Relationship. Company may provide the same or similar services to other customers, and Customer may utilize other information technology service providers that are competitive with Company.

1. 1. Waiver. The rights and remedies provided to each of the parties herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise. Any failure in the exercise by either party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other party shall not prejudice such party’s rights of termination or enforcement for any further or other’s default or violation or be deemed a waiver or forfeiture of those rights.

1. 1. Force Majeure. Neither party will be liable to the other for failure to perform its obligations hereunder if and to the extent that such failure to perform results from causes beyond its control, including and without limitation: strikes, lockouts, or other industrial disturbances; civil disturbances; fires; acts of God; acts of a public enemy; compliance with any regulations, order, or requirement of any governmental body or agency; or inability to obtain transportation or necessary materials in the open market.

1. 1. Notices. All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt), or sent by courier (confirmed by receipt) addressed to the following designated parties:

If to Vendor: If to Customer:

Company Name Customer Name

Attention: Attention:

Street Address Street Address

City, State, Zip City, State, Zip

1. Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

1. Captions. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

1. Entire Agreement. This Agreement and the SOW(s) and/or CAO(s) incorporated herein constitute the entire agreement between the parties and supersede any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement.

1. Amendments. This Agreement and the Exhibits may be amended only by an instrument in writing executed by the parties hereto. Any written work order submitted by Customer shall not amend the terms of this Agreement and will only be considered (1) a statement of the work to be performed, (2) to set forth any deadlines or schedules, and (3) the additional fees to be charged, if any, for any out of scope work or services stated on the work order.

1. Applicable Law. This Agreement is made under and will be construed in accordance with the law of Pennsylvania without giving effect to that state's choice of law rules. The forum for any dispute or litigation arising out of this Agreement shall be in the Courts of Common Pleas of Company’s Home County Court or in the Federal District Court for Company’s Federal District Jurisdiction.

1. Successors and Third Party Beneficiaries. This Agreement shall inure to the benefit of Company and Customer and any successors or assigns of Company and Customer. No third party shall have any rights hereunder.

Signature Agreements

Each party represents and warrants that the foregoing is agreed to and accepted and that this Master Services Agreement has been executed by a duly authorized representative of each party on behalf of such party.

IN WITNESS WHEREOF, the parties hereto have executed this Master Services Agreement as of the date upon which the last party executes below.

ACCEPTED BY: ACCEPTED BY:

Endothon Inc. (Customer) Bullzai Ltd. Systems (Company)

Name:_______________________________Name:________________________________

(Please Print) (Please Print)

Signature:___________________________Signature:_____________________________

Date:_______________________________Date:_________________________________

Address:_____________________________Address:______________________________

Please sign upon acceptance of this Master Service Agreement. Thank you for your business!

Statement of Work

1. Introduction

This Statement Of Work (“SOW”), by and between Endothon Inc. (“Endothon”) and Bullzai Ltd. (“Bullzai”), and is governed by the terms and conditions as set forth in the Master Services Agreement between Endothon and Bullzai dated February 6.

This SOW shall be effective as of the date it is executed by both parties (“Effective Date”) and shall remain effective until January 31 unless otherwise terminated in accordance with the MSA or extended via a Change Order (collectively the “SOW Term”).

This SOW describes the SAP ERP planning, design, configuration, implementation, and maintenance support services that will be performed for Endothon as part of this engagement. The following information is pertinent to this project work.

Project Name: SAP ERP Implementation Program and Support

Expected Start Date: February 1

Expected Completion Date: January 31

Duration: 1 Year

1. Background

Bullzai will provide a cloud-based strategy outlining the impetus and benefits of migrating to cloud services, including acceleration of data center consolidation and better utilization of existing infrastructure assets. Based on the Endothon Request for Proposal for an SAP enterprise resource management system, Bullzai will leverage the new SAP enterprise resource systems (ERP) strategy to begin planning the migration of Endothon’s ERP services to cloud solutions on Oracle’s Web Services System (OWSS). Bullzai recognizes the importance of harnessing these fundamental shifts in IT investment patterns to increase IT efficiencies and cut IT costs for Endothon.

Software as a service (SaaS) has demonstrated benefits for industry organizations, including reducing costs per user per month, scalability to the enterprise using bill-by-the-mailbox pricing concepts, reduced burden of lengthy software upgrades, and reduced complexity through vendor-provided equipment and services. Bullzai recommends SaaS as a solution for this project.

1. Current Environment

The CEO and the board have indicated they want a new ERP system for the company, and they would like it to be compatible with their customers’ systems, all of which have various forms of SAP as their ERP. They want the SAP ERP system to be configured and implemented in the next 10 months. Realizing this is an aggressive schedule, they have authorized the service to be outsourced to either an inshore or offshore company, along with contracted services for the necessary resources to accomplish this project. The Endothon team will be involved in this endeavor so that they will eventually learn the system. However, the initial configuration, implementation, maintenance, and support will have to be engaged by the selected partner and transitioned to the Endothon team completely within the next two years.

1. Objectives

The objective of this SOW is to acquire the SAP ERP solution via the Oracle Web Services system as a software-as-a-service arrangement (SaaS), which will be planned, configured, implemented, and tested by Bullzai.

In line with the requirements in the Endothon RFP JP14001, Bullzai has proposed an ERPaaS (Enterprise Resource Planning as a Service) solution that will achieve the business, technical, security, management/administrative, migration, and integration objectives as outlined in the RFP to the approval and confirmation of Endothon.

1. Scope

The scope of this SOW is to identify the applicable services, deployment modules, and company-specific needs as well as implementation and ongoing support of awarding the contract order, based on the requirements identified in the EaaS RFP.

Table 1 outlines the scope of services across the service offerings, delivery models, and pricing options for the EaaS solution.

Table 1: Scope of Services

1. Key Deliverables, Milestones, and Schedule

The following major milestone tasks are time-scoped in the following manner:

Table 2 Key Deliverables

1. Constraints

• Endothon IT personnel do not have SAP experience.

• Endothon IT personnel do not have specific private cloud experience.

• Bullzai has limited knowledge of the Endothon Epicor system.

• The Endothon Epicor system has significant customizations.

• The Endothon Epicor system is only partially documented (although most recent changes have been recorded better than older past changes and customizations).

• The project must be completed in one year.

1. Pricing and Performance

Bullzai proposes a fixed price and performance model for pricing as indicated in the table below. Additionally, a performance bonus for a fully tested employment of a milestone ahead of schedule is proposed. That bonus schedule is listed below the pricing table.

Table 3 Bullzai Fixed Pricing Work Schedule

The following table is the bonus program schedule in percentage of milestone costs contained in Table 3 above.

Table 4 Bonus Program Schedule

Once integration and implementation take place, a monthly subscription service for Oracle Web Services will begin at the following rate based on the number of computing transactions at the time of implementation (monthly costs will vary with changes in monthly transactions). Endothon can expect this charge to begin at month 9 in the annual schedule as systems and data are migrated to Oracle Web Services.

Table 5 Subscription (Monthly) Pricing Schedule

1. Place of Performance

All hosted email, collaboration tools, and related services will be provided at Oracle’s Virtual Web Services operating environments (Cloud Service Environment).

All initial migration and integration efforts will be performed on site at Endothon headquarters in the IT Department. Planning and requirements gathering efforts will take place at the various Endothon offices and manufacturing plants, both domestic and international. Testing will occur also at each of Endothon’s locations, including its headquarters in Atlanta, Georgia.

1. Points of Contact

Points of contact for both parties are as follows:

Company Officer (CO)
Name: Ms. Sally Jones
Address: 555 Peachtree Circle, Atlanta, GA 30301
Email: [email protected]
Phone Number: 555-304-1212

Vendor Representative (VR)
Name: Fatima Patel.
Address: 113 W Pakisham Way, Chandigarh, India
Email: [email protected]
Phone Number: 555-988-3787

Signatures from Involved Parties

Each party represents and warrants that the foregoing is agreed to and accepted and that this Statement of Work has been executed by a duly authorized representative of each party on behalf of such party.

IN WITNESS WHEREOF, the parties hereto have executed this Statement of Work as of the date upon which the last party executes below.

ACCEPTED BY: ACCEPTED BY:

Endothon Inc. Bullzai Ltd. Systems

Name:_________________________________Name:______________________________

(Please Print) (Please Print)

Signature:___________________________Signature:_____________________________

Date:_______________________________Date:_________________________________

Address:____________________________Address:______________________________

Please sign upon acceptance of this Statement of Work

Service Level Agreement

1. Summary

This Agreement represents a Service Level Agreement ("SLA" or "Agreement") between Bullzai Ltd. Systems and Endothon Inc. for the provisioning of IT services required to support and sustain the product or service. This Agreement remains valid until superseded by a revised agreement mutually endorsed by the stakeholders. This Agreement outlines the parameters of all ERP services covered as they are mutually understood by the primary stakeholders. This Agreement does not supersede current processes and procedures unless explicitly stated herein.

2. Goals & Objectives

The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to Endothon Inc. by the service provider(s).

The goal of this Agreement is to obtain mutual agreement for ERP services between the Oracle Web Services and Endothon Inc. Endothon Inc. requires that the SAP ERP system maintain a 99.9% availability minus scheduled downtime.

The objectives of this Agreement are to:

• provide clear reference to service ownership, accountability, roles, and/or responsibilities

• present a clear, concise, and measurable description of service between Oracle and Endothon Inc.

• match perceptions of expected service provision with actual service support and delivery

3. Program Review

This Agreement is valid from the Effective Date outlined herein and is valid until further notice. This Agreement should be reviewed at a minimum once per fiscal year; however, in lieu of a review during any period specified, the current Agreement will remain in effect.

The Bullzai Ltd. business relationship manager ("Document Owner") is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements/approvals as required.

Business Relationship Manager: Bullzai Ltd. Systems, Ajay Rampon

Review Period: Biyearly (6 months)

Previous Review Date: October 25

Next Review Date: April 6

4. Service Agreement

The following detailed service parameters are the responsibility of Bullzai Ltd. in the ongoing support of this Agreement.

4.1. Service Scope

The following Services are covered by this Agreement:

• Oracle Web Services telephone support

• monitored SAP system support

• service escalation processes

• planned or emergency assistance

• monthly system health check and review

4.2. Endothon Inc. Requirements

Endothon Inc. responsibilities and/or requirements in support of this Agreement include:

• payment for all support costs at the agreed interval

• reasonable availability of Endothon Inc. representative(s) when resolving a service related incident or request

4.3. Service Provider Requirements

Service provider responsibilities and/or requirements in support of this Agreement include:

• meeting response times associated with service-related incidents

• appropriate notification to Endothon Inc. for all scheduled maintenance

• cloud services and support of the Endothon SAP system

4.4. Service Assumptions

Assumptions related to in-scope services and/or components include:

• Changes to services will be communicated and documented to all stakeholders.

• All hardware and software changes at Oracle will be made using acceptable change control procedures.

5. Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services, and related components.

5.1. Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

• telephone support : 9:00 a.m. to 5:00 p.m. Monday–Friday

• calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer/act on the call; however, there will be a backup answer phone service

• ERP support: Monitored 9:00 a.m. to 5:00 p.m. Monday–Friday

• emails received outside of office hours will be collected; however no action can be guaranteed until the next working day

• online or telephone assistance guaranteed within 72 hours during the business week

5.2. Service Requests

In support of services outlined in this Agreement, the service provider will respond to service-related incidents and/or requests submitted by Endothon Inc. within the following time frames:

• 0–8 hours (during business hours) for issues classified as “high priority”

• within 48 hours for issues classified as “medium priority”

• within 5 working days for issues classified as “low priority”

• remote assistance will be provided in line with the above timescales and will be dependent on priority of the support request

6. Statement of Recourses

The following recourses are provided as rebates for services not meeting the above Service Level Agreement.

Endothon shall notify Bullzai of the recourse issue and give Bullzai 10 days in which to respond and/or remediate. If response and/or remediation are not satisfactory for Endothon, it shall notify Bullzai that it will exercise the recourse per the above schedule. All payments shall be made by Bullzai within 30 days of this notification.

Signature of Agreement

Each party represents and warrants that the foregoing is agreed to and accepted and that this Service Level Agreement has been executed by a duly authorized representative of each party on behalf of such party.

IN WITNESS WHEREOF, the parties hereto have executed this Service Level Agreement as of the date upon which the last party executes below.

ACCEPTED BY: ACCEPTED BY:

Endothon Inc. Bullzai Ltd. Systems

Name:_____________________________Name:________________________________

(Please Print) (Please Print)

Signature:__________________________ Signature:_____________________________

Date:______________________________ Date:_________________________________

Address:____________________________Address:______________________________

Please sign upon acceptance of this Service Level Agreement

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