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NEP2: Choosing a Vendor

NEP2: Choosing a Vendor Synesthor Ltd_Response to Request for Proposal

Synesthor Ltd.: Response to Request for Proposal

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

C:\Users\Owner\AppData\Local\Microsoft\Windows\INetCache\IE\PYEWOMG3\Lightning-Icon[1].png Synesthor Ltd.

232 Alpheta Place

Sibiu, 77431 Romania

http://www.synesthor.com

Cover Letter

April 27, xxxx

Ms. Sally Jones

Purchasing Agent/Contract Analyst

Endothon Inc.

555 Peachtree Circle

Atlanta, GA 30301

Subject: Solicitation JP14001

Dear Ms. Jones:

Synesthor Ltd. (“Synesthor”) is pleased to submit its technical and cost proposal through this transmittal letter to the Purchasing Department of Endothon Inc. (“Endothon”) in response to the above-referenced request for proposal (RFP) for an enterprise resource planning system and services. Synesthor is proud of its partnership with the top global business system vendors and our many satisfied clients throughout the world. This rich experience has allowed us to fully understand and appreciate Endothon’s requirements under this RFP from both the original equipment manufacturer (OEM) and end-user perspectives.

Synesthor has successfully demonstrated that it is a trusted and reliable SAP ERP systems provider and partner. We are tremendously proud of the impact that we have made in helping our many international, commercial, and government clients better serve, protect, and improve the lives of their employees, citizens, and communities. For more than 15 years, Synesthor has provided its offerings to 19 Fortune 100 companies worldwide. Synesthor has sold over $679 million of its products and services under our global contracts in partnership with 175 authorized resellers across North America, Europe, Asia Pacific, and the Middle East.

We believe that our response meets the requirements as called out in the Endothon RFP solicitation, except as annotated in our response. If Endothon determines that Synesthor’s response is deficient in any way, Synesthor respectfully requests to be promptly notified and be given the opportunity to correct any such deficiency. Please forward any questions regarding this solicitation response to me. My contact information is provided below.

On behalf of Synesthor, thank you for giving us the opportunity to respond to this RFP, and we look forward to continuing a mutually rewarding partnership.

Sincerely,

Mimi Nguyen

Sr. Manager, Commercial Contracts Management Office

Office: 555.527.2627 l Cell: 555.228.8748 | Fax: 555.608.1802 | Email: [email protected]

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 Synesthor considers to be a trade secret will not be subject to disclosure under any public records act.

Table of Contents Legal Disclaimer 4 Executive Summary 7 Point-by-Point Response to the Endothon Request for Services 8 Signature of Agreement 12 1. Introduction 13 2. Performance of Services: 13 3. Fees & Payment: 13 4. Terms of Agreement: 13 5. Limited Warranty: 13 6. Liquidated Damages for Hiring Synesthor System Employees: 14 7. Limitation of Liability 14 8. Confidential and Proprietary Information: 14 9. Independent Contractors: 15 10. Assignment: 15 11. Disputes: 15 12. Complete Understanding & Modification: 15 13. Waiver and Severability: 15 14. Force Majeure: 15 15. Notices and Reports: 15 Signature Agreements 16 Statement of Work 17 Introduction 17 1. Background 17 2. Objectives 17 3. Scope 17 4. Incident reporting 18 5. Escalation Process 18 6. Time Frame and Deliverables 18 7. Associated Costs Rate Card 19 Signatures from Involved Parties 19 Service Level Agreement 20 1. Agreement Overview 20 2. Goals & Objectives 20 4. Periodic Review 20 5. Service Agreement 20 5.1. Service Scope 20 5.2. Endothon Inc. Requirements 21 5.3. Service Provider Requirements 21 5.4. Service Assumptions 21 6. Service Management 21 6.1. Service Availability 21 6.2. Service Requests 21 Signature of Agreement 21

Executive Summary

In a world that is changing quickly, it is essential that companies adopt new technologies and business models. These business models should be based on innovative governance methods and practices that will drive growth and financial returns for stockholders. Collaboration between organizations in various business sectors and the use of the most relevant and recent knowledge are equally important in attaining these objectives. Corporate performance relies on innovation and technology to take advantage of the next phase of e-commerce transformation. This new phase is characterized by people and communities being at the center of new networks of knowledge, service, trust, and accountability. With our robust, world-class portfolio of advanced business systems software, configuration methods, and data management technologies, Synesthor is committed to supporting commercial organizations in building their businesses to meet the demands of their stockholders in the 21st century. At Synesthor, our clients come first, and an integral part of our DNA is creating long-lasting partnerships by working with our clients to identify their needs and provide solutions that support their success.

Through market leadership, financial strength, and responsible business practices, we demonstrate our enduring capacity to serve the commercial sector. We are helping cities, states, and nations manage the major transitions that we are now facing together. We do this by making our commercial sector organizations more relevant to their constituents, enabling them to carry out their mission with a heightened effectiveness. For the public sector, we build on our deep understanding of business challenges and opportunities, and we respond by designing comprehensive solutions that address these issues.

In our advisory capacity, we do the following to gain the trust of our commercial and public sector clients:

1. Work closely with all departments and listen to their unique service requirements

2. Recognize the power of using the “network as the platform” for integrated solutions building toward convergence

3. Support departments with capabilities that offer increased ROI by utilizing common infrastructure components (for example, Synesthor Financial Systems supports next-generation investment and pricing analytics)

4. Use the power of web services and a connected network to leverage colocated talent and new capabilities at the time they are needed while maintaining forward-moving productivity and completion of milestones

5. Help reduce costs and increase efficiency through virtualization

6. Increase citizen impact in discovering new ways of doing work through collaboration tools

Synesthor will use the most up-to-date practices in the planning, design, configuration, implementation, and maintenance of Endothon’s ERP SAP system. Because of our Synesthor family and ecosystem of partners, we’ve built a consistent track record of strength. We have the global reach our clients need to succeed in a shrinking world. Synesthor realizes this is a major investment for Endothon in time and resources, and Synesthor commits to doing everything possible to ensure successful collaboration between Synesthor and the employees, management, and shareholders of Endothon.

Sincerely,

Johan Chastolef

Chief Executive Officer

Response to the Endothon Request for Proposal

I. Development and Delivery of an Enterprise Resource Planning (ERP) System

Synesthor’s response shall demonstrate an understanding of the subject matter and describe the approach that will be taken to accomplish the services requested.

Endothon anticipates the ERP project may include the following activities. Synesthor proposes the following projection of development activities it feels will most effectively meet the objectives set forth in the RFP:

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.

Synesthor’s Response

Read and understood. Synesthor will do a complete review of the Endothon business structure, its goals and objectives, and its five-year plan and vision. It will complete an analysis and alignment of its business goals, both present and future, in the areas of

· manufacturing

· finance and accounting

· human resources

· customer service and support

· information technology

A review and alignment document will be produced that will include an in-depth SWOT analysis for each of these areas. Synesthor will provide a proposal to address the gaps and provide additional functionality that is in the best interest of Endothon and various processes, artifacts, and applications that might be productive to Endothon’s future growth.

b. Evaluate Endothon’s organizational structure and staffing to ensure that these are positioned to support and properly meet Endothon’s current needs and next 5 years of ERP needs with the necessary reporting relationships.

Synesthor’s Response

Read and understood. Synesthor will research and review the as-is organizational structure and staffing assignments relative to the needs of a new ERP system and make pertinent and progressive recommendations. Synesthor will provide an organizational plan that will support the strategic direction and tactical application of its new 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.

Synesthor’s Response

Read and understood. Synesthor will research and recommend an IT governance framework and approach for Endothon to use for the management and support of their ERP system. Synesthor will provide a best practices baseline and Information Technology Systems Management (ITSM) standard approach in its governance framework that will provide a framework for the planning, design, development, implementation, and maintenance of the Endothon ERP systems 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.

Synesthor’s Response

Read and understood. Synesthor will conduct research and interviews of all key Endothon stakeholders to determine the specific current and future Endothon ERP functionality needs. The results of the research will be a published analysis document with particular recommendations and paths forward for the most 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.

Synesthor’s Response

Read and understood. An analysis of the information obtained from Synesthor’s preliminary review of the RFP and meetings held at Endothon 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. Financial Accounting and Controlling (FICO) Module: This 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. Human Resources Management System (HRMS) Module: All personnel data, including personal information, work history, medical records, training history, salary information, and organizational placement are contained in this system.

3. Sales and Distribution (SD) Module: 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 is transmitted in encrypted form from the headquarters in Atlanta, Georgia, to the various plants on a continual basis. This includes customer data, shipping and receiving information, and inventory loads.

Additional modules or third party applications may be needed as well, but they will be proposed in subsequent proposal recommendations.

This response to proposal will engage the three modules in point (e) above, and this will be the recommended scope for this project, including the time and cost expectations given herein. Synesthor will fully plan, design, configure, implement, and support (via the HyperCare procedure set forth in the statement of work [SOW] herein) these modules as described as the Endothon SAP ERP system.

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

Synesthor’s Response

Read and understood. Synesthor will provide a portfolio management plan that outlines the various projects necessary to plan, design, configure, implement, and operate the Endothon ERP system and the selected modules. This plan will be framed in accordance with the Project Management Institute’s (PMI) Project Management Body of Knowledge (PMBOK). PMI-certified project managers will be assigned to the Endothon account and perform all tasks in accordance with PMI guidelines. Additionally, Synesthor will provide ITIL V2 Foundations and Practitioner-certified personnel to support the Endothon portfolio of projects. The program methods and results will conform to ISO 20000 as well as meet SOX 2011 Standards for financial audit and quality assurance.

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

Synesthor’s Response

Read and understood. Synesthor will present the ERP plan complete with budget projections for licensing, technical support, maintenance, warranty support, configuration programming, project management, program management, infrastructure acquisitions, consulting, and documentation. These cost areas will comprise the total scope of budgeting for the program and will be reflected in the ERP plan as well as in the enclosed SOW.

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

Synesthor’s Response

Read and understood. The ERP plan will contain a detailed feature and functionality provisioning list. Each feature and functionality will be separately drawn out, fully explained, and defined in user-based terms so as to provide a comprehensive coverage of system, function, and feature operation and maintenance.

3. Incorporate key benchmarks related to spending and staffing of a configuration, implementation, and support team necessary to successfully engage and manage the system

Synesthor’s Response

Read and understood. Synesthor will provide a highly skilled, well-trained SAP configuration and implementation team for this program. The program principal will provide weekly metrics based on key performance indicators (KPIs) tied to program and project milestones in the ERP plan. The weekly progress reports will be separated into three different targeted updates: One for the program sponsor and the chief information officer, one for the executive steering committee, and one for stakeholders. Synesthor will rely on Endothon to indicate the identity of the personnel who will be receiving the reports their desired format for receiving the weekly progress reports. Additionally, Synesthor will provide a monthly report with future projections and a rolling average of metrics based on the KPIs. Special status reports will be generated for the steering committee’s quarterly update meetings, along with the physical presence of the senior program principals from Synesthor.

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

Synesthor’s Response

Read and understood. Synesthor will use the BIP Methodology (Business Implementation Process) for its project execution practice. This consists of five phases of project work: anticipation, design/foundation, completion, cutover, and HyperCare. Each phase for each project will have a gate that will require an approval from the steering committee and sponsor prior to progression to the next phase. Synesthor has had tremendous success with this model of project management and will ensure that the Endothon project team will be trained and made familiar with the process before any work starts.

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

Synesthor’s Response

Read and understood. Synesthor commits that the project plan, timelines, hardware, software, costs, benefits, and challenges as well as dependencies will be noted in the Endothon ERP Plan. This plan will be the central repository for all information related to the program. Synesthor will hold monthly finance coordination meetings to reconcile project costs, provide remediation if costs go beyond budget by more than 10%, and provide rolling projections of costs anticipated for the coming year by month. Program actions and project phase updates will be made as well as reports on gateway decisions and project summaries. All hardware and software acquisitions will be covered, and a review of project status will be made.

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

Synesthor’s Response

Read and understood. Synesthor will provide Endothon with a staffing organization plan that aligns with the requirements, skill sets, and resource demands of the new ERP system. Synesthor will also provide a two-year training plan, list of courses, syllabus material, and courseware necessary to achieve expert training levels and certifications in the systems operation, configuration, programming, support, remediation and diagnostics, and maintenance of the system. These artifacts will be provided in digital format and will be reproducible by Endothon.

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

Synesthor’s Response

Read and understood. Synesthor recommends the use of the ITIL governance program. Synesthor will train up to 50 members of the Endothon staff in ITIL Fundamentals V3 and 15 people in ITIL Practitioner V3 within a one-year period. Synesthor will pay for all training material, certification exams, and other training costs necessary to provide this training, on-site, at the Endothon headquarters.

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

Synesthor’s Response

Read and understood. Synesthor will provide the ERP program plan, the comprehensive plan on all aspects of the program, and the projects involved in this engagement. This plan will be presented to the 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.

Full documentation will be provided, including system run books, system schematics, logical flow charts, system diagnostics, and system operation troubleshoot procedures, including system back-ups and restores. Synesthor will provide an open digital resource management license to these publications for Endothon and will provide 25 copies of printed documentation and 10 DVD dDiscs of the Documentation for Endothon’s information repositories.

B. Risk Assessment

Use IT industry standards to perform a risk assessment and gap analysis on the effectiveness of Endothon’s current 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.

Synesthor’s Response

Read and understood. Synesthor will provide a comprehensive and documented Risk Assessment that will include:

• International business requirements, goals, and objectives review

• Review of workstation, server, and network device configuration infrastructure

• Review of a sampling of network traffic, data storage, data handling, data management, manufacturing data movement, financial data movement, sales data movement, and Endothon, Inc. service data telemetry

• 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 infrastructure

• Review of a security protocols, firewalls, encryption, the use of AES256 standards, and SOC1, SOC2 standards applied to the current environment with a future look at being leveraged for the planned environment

Acutron will also provide a gap analysis that will outline security weaknesses versus best practices and applicable international policies and laws associated with those practices. Acutron Systems will provide the following:

• Determined Threat levels (high, medium, low)

• Level of effort to mitigate threats (high, medium, low)

• Estimated resource, cost, and time requirements to mitigate threats

C. Synesthor Personnel and Systems Qualifications

Acutron responds to the following request for qualifications from the original Endothon proposal:

• Synesthor or its third-party consulting firm will have a minimum of ten-years of experience in developing, configuring, and implementing ERP systems.

• Synesthor or its third-party consulting firm will be 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.

• Synesthor or its third-party consulting firm will have prior experience and has completed at least three (3) IT strategic plans or similar projects over the last five (5) years in the public sector.

• Synesthor or its third-party consulting firm will 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 master services agreement.

Signature of Agreement

This response to the RFP is signed on the date indicated by duly authorized representatives of Endothon Inc. and Synesthor Ltd.Sand 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. Synesthor 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

1. Introduction

This master services agreement (“Agreement”) by and between Endothon Inc. as identified (above) and Synesthor Ltd. (“Synesthor”) located at the address set forth above, is effective as of the date specified in the signature section below (the “Effective Date”). The parties agree as follows:

2. Performance of Services

Synesthor shall provide the information technology SAP ERP system functionality and infrastructure support services as set forth in the attached statement of work schedule (“Schedule”) and any subsequent schedules executed by the parties. Each schedule shall set forth the type of services to be performed and the related fees. Fees shall be subject to change by Synesthor information systems upon notice to Endothon Inc. Any fee estimates provided for work to be billed on an hourly or daily basis are for informational purposes only; Endothon Inc. agrees to pay for the actual services provided by Synesthor information systems at the specified rate.

3. Fees & Payment

Endothon Inc. agrees to pay all fees specified on each schedule. All payments shall be made in U.S. dollars and will be due on Endothon Inc.’s receipt of the applicable invoice. Synesthor may bill in advance for any recurring service. Endothon Inc. shall be responsible for all taxes, withholdings, duties, and levies arising from the services (excluding taxes based on the net income of Synesthor). Synesthor shall have the right to suspend service if Endothon Inc. has failed to pay any invoice within forty-five (45) days of receipt.

4. Terms of Agreement

(a) Unless terminated earlier in accordance with (b) below, the initial term of this Agreement shall commence on the Effective Date and terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party provides the other with notification of termination at least thirty (30) days prior to expiration of the then-current term.

(b) Either party may terminate this Agreement (including any and all schedules) at any time if the other party: (i) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach or (ii) ceases operation without a successor. Termination is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Sections 5(b) (Warranty Disclaimer), 6 (Liquidated Damages), 7 (Limitation of Liability), 8(Confidential and Proprietary Information) and 9–15 (general terms) shall survive any expiration or termination of this Agreement.

5. Limited Warranty

(a) Synesthor warrants for a period of thirty (30) days following delivery (the “Warranty Period”) that all services will be performed in a professional manner in accordance with generally applicable industry standards. Synesthor’s sole liability (and Endothon Inc.’s exclusive remedy) for any breach of this warranty shall be for Synesthor to reperform any deficient services, or, if Synesthor is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. Synesthor shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-party hardware or software, the actions of Endothon Inc. or some other party or is otherwise caused by factors outside the reasonable control of Synesthor.

(b) This section 4 is a limited warranty and sets forth the only warranties made by Synesthor. Synesthor makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose or noninfringement, or any warranties regarding the performance of any software or hardware provided or installed by Synesthor. Endothon Inc. may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the warranty period.

6. Liquidated Damages for Hiring Synesthor System Employees:

If, during the term of this Agreement or for twelve months thereafter, Endothon Inc. directly or indirectly retains the services (whether as an employee, independent contractor, or otherwise) of any employee of Synesthor (or any ex-employee within three months of the employee’s termination from Synesthor) who has provided services to Endothon Inc. on behalf of Synesthor, Endothon Inc. agrees that Synesthor will be damaged but that the amount of this damage will be difficult to determine. Accordingly, Endothon Inc. agrees that for each such Synesthor employee hired by Endothon Inc., Endothon Inc. will pay Synesthor twenty-five thousand dollars ($25,000) as liquidated damages. Notwithstanding the foregoing, for the purposes of this section 5, “Employee of Synesthor” shall include only employees of Synesthor who provide services to Synesthor’s clients and shall not include accountants, attorneys, or other independent contractors of Synesthor who provide services to Synesthor itself.

7. Limitation of Liability

Synesthor will not be liable for any indirect, incidental, special, or consequential damages (including, without limitation, damages for interruption of services, loss of business, loss of profits, loss of revenue, loss of data, or loss or increased expense for Endothon Inc. or any third-party, whether in an action in contract, warranty, tort (including, without limitation, negligence), or strict liability, even if Synesthor has been advised of the possibility of such liabilities. Synesthor is not responsible for problems that occur as a result of the use of any third-party software or hardware. In no event will the amount Endothon Inc. may recover under this agreement exceed the total payments made to Synesthor by Endothon Inc. pursuant to this agreement in the immediately preceding twelve (12) months. The limitations set forth in this section 7 shall not apply to personal injury or damage to tangible property caused by the willful misconduct or gross negligence of Synesthor.

8. Confidential and Proprietary Information

Each party agrees that all know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property (“Confidential Information”) of the Disclosing Party, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law, or court order.

Any templates, schematics, processes, or technical documentation provided by Synesthor shall be deemed confidential information and proprietary information of Synesthor without any marking or further designation. Endothon Inc. may use such information solely for its own internal business purposes.

Synesthor shall maintain the confidentiality of information in its possession regarding individual protected health information in accordance with applicable law and shall not release such information to any other person or entity, except as required by law.

9. Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

10. Assignment

This Agreement may not be assigned by Endothon Inc. without the prior written consent of Synesthor but may be assigned by Synesthor (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of Synesthor’s assets. Any purported assignment in violation of this section shall be void.

11. Disputes

Governing Law; Arbitration: California law will govern and enforce this Agreement. Any litigation or arbitration between Endothon Inc. and Synesthor will take place in any state court located within Santa Clara County, California, or federal court within the Northern District of California. Endothon Inc. and Synesthor waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either Endothon Inc. or Synesthor, any dispute arising from or with respect to this Agreement will be decided by arbitration by the American Arbitration Association in accordance with its commercial rules. At the request of either party, proceedings may be conducted in secrecy.

12. Complete Understanding & Modification

This Agreement, including any and all attachments and schedules attached hereto, constitutes the full and complete understanding and agreement between Endothon Inc. and Synesthor and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by both Endothon Inc. and Synesthor.

13. Waiver and Severability

Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

14. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

15. Notices and Reports

Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (i) upon receipt if by personal delivery, (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested), or (iii) one day after it is sent if by next-day delivery by a major commercial delivery service.

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. Synesthor Ltd.

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 Synesthor Ltd. (“Synesthor”), is governed by the terms and conditions as set forth in the master services agreement (MSA) between Endothon and Synesthor 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 1st

Expected Completion Date: January 31st

2. Background

Synesthor will utilize its pool of international resources for this SOW. This method will use a shared pool of offshore resources strategically located around the world.

Support Process Steps:

1. Endothon will ask Synesthor’s assigned onsite coordinator to help with any specific support issue.

2. Synesthor will determine if the issue is covered within the scope of this support statement.

3. If within the scope of this agreement, Synesthor will identify offshore resource who will remotely work on this issue.

4. Synesthor will address support issues using its resources in a timely fashion.

5. Once assigned, the resource will analyze the issue and come up with an estimate for resolving the issue.

6. If further discussion is needed with the business and IT team of Endothon, Synesthor will inform accordingly.

Synesthor agrees to reasonably respond to change order requests made by Endothon in the event of changes to the scope of Services, schedule, or any other material change to the project. A total of 144 onsite coordinator/FICO functional hours plus 160 offshore shared Bundle of Hours (“BOH”) will be allocated on a monthly basis.

3. Objectives

The objectives of the SAP Implementation Program will be to install and configure ERP FICO, HRMS, and SD Modules onto a SAP S4 Hana platform. This includes activities to

· plan

· design

· configure

· implement

· maintain

Synesthor will provide Basis, ABAP, Module Configuration, and Hana Data management services in accordance with the enclosed Rate Card.

4. Scope

a. The scope of work is limited to the corporate boundaries of Endothon, including but not limited to its domestic and international locations.

b. All work will be carried out in accordance with the ERP program work plan as provided by Synesthor.

5. Incident Reporting

Synesthor will use Excel, OTRS, or the Endothon Issue Tracker tool to create, track, and update all support issues. The tracker will contain the following:

· unique ID number

· incident category

· date and time of incident submission and any subsequent activities

· name and identity of the person recording and updating the incident record

· name, organization, and contact details of affected user(s)

· description of the incident symptoms

· details of any actions taken to try to diagnose, resolve or re-create the incident

· incident category, status and priority

· summary

Synesthor will provide weekly and monthly reports to provide an overall snapshot on open incidents, incidents closed, etc.

6. Escalation Process

At Synesthor, we use a well-defined escalation process to resolve the conflicts in a timely and professional manner to maintain the quality of support without disruption of services. Depending on the severity of the conflict, a timeline will be defined for escalation to the next level/upper management.

Synesthor will ensure the availability of the Synesthor steering committee members, such as practice director and account executive, to help proactively address the issue prior to the need of escalation.

The following are the steps that Synesthor will take to reduce the possibility of conflicts:

· periodic status call with the Synesthor and Endothon leads

· periodic steering committee meeting with key members from Synesthor and Endothon

· tracking escalation through issues and SLAs, as required.

· frequent communication with Endothon management

7. Time Frame and Deliverables

Activity

Date Start

Completion Date

ERP Plan

x/xx/xxxx

x/xx/xxxx + 45 days

Epicor Data Mapping

x/xx/xxxx + 50 days

x/xx/xxxx + 110 days

Configuration FICO

x/xx/xxxx + 55 days

x/xx/xxxx + 145 days

System Design

x/xx/xxxx + 60 days

x/xx/xxxx + 50 days

Configuration HRMS

x/xx/xxxx + 95 days

x/xx/xxxx + 205 days

Epicor Data Rollover

x/xx/xxxx + 110 days

x/xx/xxxx + 120 days

Configuration SD

x/xx/xxxx + 125 days

x/xx/xxxx + 205 days

S4 Implementation

x/xx/xxxx + 150 days

x/xx/xxxx + 185 days

FICO Implementation

x/xx/xxxx + 155 days

x/xx/xxxx + 170 days

Basis & Security Implementation

x/xx/xxxx + 180 days

x/xx/xxxx + 195 days

Hana Implementation

x/xx/xxxx + 185 days

x/xx/xxxx + 255 days

HRMS Implementation

x/xx/xxxx + 205 days

x/xx/xxxx + 235 days

SD Implementation

x/xx/xxxx + 205 days

x/xx/xxxx + 215 days

HyperCare

x/xx/xxxx + 245 days

x/xx/xxxx + 316 days

Program Maintenance

x/xx/xxxx + 245 days

x/xx/xxxx + 975 days

Epicor Disengagement

x/xx/xxxx + 260 days

x/xx/xxxx + 295 days

8. Associated Costs Rate Card

Time & Materials Rate Card for SAP Work by Role (Excluding Travel and Expenses)

SAP S4

Onsite

Offsite

Offshore

Program Manager

$225

$140

$40

FICO

$160

$140

$40

SD/HRMS

$160

$140

$40

Project Systems

$160

$140

$40

Asset Accounting

$160

$140

$40

Quality Management

$160

$140

$35

Senior Consultant

$160

$140

$45

Principle Consultant

$225

$140

$45

Platinum Consultant

$225

$200

$45

Senior Manager

$160

$200

$45

Basis Programmer

$160

$140

$40

ABAP Programmer

$135

$110

$35

Hana Consultant

$160

$160

$40

Hana Architect

$160

$160

$40

Sr. Hana Consultant

$180

$160

$40

Enterprise Portal

$160

$110

$40

Security Consultant

$155

$110

$35

Signatures from Involved Parties

Each party represents and warrants that the foregoing is agreed to and accepted and that this SOW 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 SOW as of the date upon which the last party executes below.

ACCEPTED BY: ACCEPTED BY:

Endothon Inc. Synesthor

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. Agreement Overview

This Agreement represents a Service Level Agreement ("SLA" or "Agreement") between Synesthor Ltd. 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 IT 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 IT service provision between the service provider(s) and Endothon Inc.

The objectives of this Agreement are to do the following:

· Provide clear reference to service ownership, accountability, roles and/or responsibilities.

· Present a clear, concise, and measurable description of service provision to Endothon Inc.

· Match perceptions of expected service provision with actual service support and delivery.

3. Periodic 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 Synesthor 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 and approvals as required.

Business Relationship Manager: Synesthor Ltd., Anton Molistravek

Review Period: Biyearly (6 months)

Previous Review Date: February 25

Next Review Date: April 6

4. Service Agreement

The following detailed service parameters are the responsibility of Synesthor in the ongoing support of this agreement.

4.1. Service Scope

The following services are covered by this Agreement:

· manned telephone support

· monitored email support

· remote assistance using remote desktop and a virtual private network where available

· planned or emergency onsite assistance (extra costs apply)

· monthly system health check

4.2. Endothon Inc. Requirements

The responsibilities and/or requirements of Endothon Inc. 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 the following:

· meeting response times associated with service-related incidents

· appropriate notification to Endothon Inc. for all scheduled maintenance

4.4. Service Assumptions

Assumptions related to in-scope services and/or components include that changes to services will be communicated and documented to all stakeholders.

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 or act on the call; however there will also be a backup answer phone service

· email 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

· onsite 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, dependent on the priority of the support request

6. Statement of Recourses

The following recourses are provided as rebates for services not meeting the above SLA.

#

Description

Amount

1

All “high priority” issues where Synesthor fails to respond within 8 hours of notification

$1,200/incident

2

All “medium priority” issues where Synesthor fails to respond within 48 hours of notification

$1,000/incident

3

All “low priority” issues where Synesthor fails to respond within 48 hours of notification

$800/incident

4

Failure of the telephone support line to answer a call within four rings

$200/incident

5

Failure of the system to respond to user entries of more than 3 seconds. 1 remediation attempt of 30 days from notification per issue.

$3,000/issue

6

Failure of the system to run and maintain a 99.9% availability due to architectural engineering issues (nonoperational or user management errors). 1 remediation attempt of 30 days from notification per issue.

$3,000/issue

Endothon Inc. shall notify Synesthor of the recourse issue and give Synesthor 10 days in which to respond and/or remediate. If the response and/or remediation are not satisfactory for Endothon, it shall notify Synesthor that it will exercise the recourse per the above schedule. All payments shall be made by Synesthor 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 SLA 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 SLA as of the date upon which the last party executes below.

ACCEPTED BY: ACCEPTED BY:

Endothon Inc. Synesthor Ltd.

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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