Common use of Project Terms Clause in Contracts

Project Terms. 1. TCS expects Client to ensure availability and cooperation of all concerned stakeholders including Client Subject Matter Experts (SMEs), interfacing system owners and 3rd party vendors for business process discussions, process finalization, data collection and harmonization, deliverables sign-off, user acceptance testing and sign-off for Go-Live. TCS expects all relevant and required documents will be made available to it in reasonable timeframe. 2. TCS has considered Client office at <Client Location> as the base location for this engagement on onsite. Client will provide necessary and adequate infrastructure to enable TCS to fulfil its commitment for the assignment. This will be applicable for each onsite TCS Consultant associated with the project and will be arranged for and provided at no cost to TCS. The infrastructure will include office space, computers/terminals and software, computer consumables and communication facilities. 3. Environments provisioned by TCS will be multi-tenant environments allowing sharing of infrastructure and services. 4. Service delivery provisioned by TCS will be shared services allowing sharing of services. 5. The Scheduled downtime for business systems will be eight (8) hours per month. 6. Any organizational changes in the client organization having impact on the on-going services (locations, structure, policies, salary), will be discussed with TCS from the point of view of deployment, and if required will be estimated and proposed separately. 7. Interfacing system owners will be available for providing test data, testing, validating results and ensuring their system availability as applicable. 8. Client will ensure that response to reviews and sign-off of documents happens within <<five>> working days to minimize delays. 9. Any request for change in data provided by Client that has already been uploaded in Production environment will be chargeable 10. Application authorization, role assignment, and employee access matrix shall be agreed and signed-off as part of BRD and UAT. For providing application support, TCS Service Delivery team shall have the required access and authorization. TCS shall not be responsible for any impact due to authorization, roles and access provided to client users TCS will adhere to following Service Levels post 3 months of Go Live. TCS shall measure the Service Levels for initial 3 months for benchmarking, however the Service Levels will not be applicable for the same period.

Project Terms. 1. TCS expects Client to ensure availability and cooperation of all concerned stakeholders including Client Subject Matter Experts (SMEs), interfacing system owners and 3rd party vendors for business process discussions, process finalization, data collection and harmonization, deliverables sign-off, user acceptance testing and sign-sign- off for Go-Live. TCS expects all relevant and required documents will be made available to it in reasonable timeframe. 2. TCS has considered Client office at <Client Location> as the base location for this engagement on onsite. Client will provide necessary and adequate infrastructure to enable TCS to fulfil its commitment for the assignment. This will be applicable for each onsite TCS Consultant associated with the project and will be arranged for and provided at no cost to TCS. The infrastructure will include office space, computers/terminals and software, computer consumables and communication facilities. 3. Environments provisioned by TCS will be multi-tenant environments allowing sharing of infrastructure and services. 4. Service delivery provisioned by TCS will be shared services allowing sharing of services. 5. The Scheduled downtime for business systems will be eight (8) hours per month. 6. Any organizational changes in the client organization having impact on the on-going services (locations, structure, policies, salary), will be discussed with TCS from the point of view of deployment, and if required will be estimated and proposed separately. 7. Interfacing system owners will be available for providing test data, testing, validating results and ensuring their system availability as applicable. 8. Client will ensure that response to reviews and sign-off of documents happens within <<five>> working days to minimize delays. 9. Any request for change in data provided by Client that has already been uploaded in Production environment will be chargeable 10. Application authorization, role assignment, and employee access matrix shall be agreed and signed-off as part of BRD and UAT. For providing application support, TCS Service Delivery team shall have the required access and authorization. TCS shall not be responsible for any impact due to authorization, roles and access provided to client users users 11. Any variations in the above assumptions might have impact on the effort, cost and the agreed upon service levels and hence may be handled through the Change Management procedure. TCS will adhere to following Service Levels post 3 months of Go Live. TCS shall measure the Service Levels for initial 3 months for benchmarking, however the Service Levels will not be applicable for the same period.

Project Terms. 1. TCS expects Client to ensure availability and cooperation of all concerned stakeholders including Client Subject Matter Experts (SMEs), interfacing system owners and 3rd party vendors for business process discussions, process finalization, data collection and harmonization, deliverables sign-off, user acceptance testing and sign-off for Go-Live. TCS expects all relevant and required documents will be made available to it in reasonable timeframe. 2. TCS has considered Client office at <Client Location> as the base location for this engagement on onsite. Client will provide necessary and adequate infrastructure to enable TCS to fulfil its commitment for the assignment. This will be applicable for each onsite TCS Consultant associated with the project and will be arranged for and provided at no cost to TCS. The infrastructure will include office space, computers/terminals and software, computer consumables and communication facilities. 3. Environments provisioned by TCS will be multi-tenant environments allowing sharing of infrastructure and services. 4. Service delivery provisioned by TCS will be shared services allowing sharing of services. 5. The Scheduled downtime for business systems will be eight (8) hours per month. 6. Any organizational changes in the client organization having impact on the on-going services (locations, structure, policies, salary), will be discussed with TCS from the point of view of deployment, and if required will be estimated and proposed separately. 7. Interfacing system owners will be available for providing test data, testing, validating results and ensuring their system availability as applicable. 8. Client will ensure that response to reviews and sign-off of documents happens within <<five>> working days to minimize delays. 9. Any request for change in data provided by Client that has already been uploaded in Production environment will be chargeable 10. Application authorization, role assignment, and employee access matrix shall be agreed and signed-off as part of BRD and UAT. For providing application support, TCS Service Delivery team shall have the required access and authorization. TCS shall not be responsible for any impact due to authorization, roles and access provided to client users users 11. Any variations in the above assumptions might have impact on the effort, cost and the agreed upon service levels and hence may be handled through the Change Management procedure. TCS will adhere to following Service Levels post 3 months of Go Live. TCS shall measure the Service Levels for initial 3 months for benchmarking, however the Service Levels will not be applicable for the same period.

Project Terms. 1. TCS expects Client to ensure availability and cooperation of all concerned stakeholders including Client Subject Matter Experts (SMEs), interfacing system owners and 3rd party vendors for business process discussions, process finalization, data collection and harmonization, deliverables sign-off, user acceptance testing and sign-off for Go-Live. TCS expects all relevant and required documents will be made available to it in reasonable timeframe. 2. Good faith cooperation: Client and TCS acknowledge that successful completion of this engagement will require full and mutual good faith cooperation. Where agreement, approval, acceptance, consent or similar action by either party is required by any provision of this statement of work, such action will not be unreasonably delayed or withheld. Client agrees that to the extent its failure to meet its responsibilities results in a failure or delay by TCS in performing its obligations under this statement of work, TCS will not be liable for such failure or delay. 3. The Program timeline, proposed resources & price are based on a high-level understanding of Client’s existing business processes, any change in functional scope identified during preparation phase will have additional impact on price and timelines 4. All Deliverable documentation created for this engagement will be available in electronic format using Microsoft Office 5. Interfacing system owners will be available for providing test data, testing, validating results and ensuring their system availability as applicable. 6. TCS has considered Client office at <Client Location> as the base location for this engagement on onsite. Client will provide necessary and adequate infrastructure to enable TCS to fulfil its commitment for the assignment. This will be applicable for each onsite TCS Consultant associated with the project and will be arranged for and provided at no cost to TCS. The infrastructure will include office space, computers/terminals and software, computer consumables and communication facilities. 37. Environments provisioned by TCS will be multi-tenant environments allowing sharing of infrastructure and services. 48. Service delivery provisioned by TCS will be shared services allowing sharing of services. 59. The Scheduled downtime for business systems will be eight (8) hours per month. Over the weekends or non business hours mutually agreed with the client. In case of any exceptional scenarios the downtime will be discussed mutually with client and Scheduled in advance. 610. Any organizational changes in the client organization having impact on the on-going services (locations, structure, policies, salary), will be discussed with TCS from the point of view of deployment, and if required will be estimated and proposed separately. 711. Interfacing system owners TCS will not be available responsible for providing test dataany impact caused due to product-related shortcomings and/or product defects. However, testing, validating results and ensuring their system availability as applicableTCS will take reasonable efforts in finding workable alternatives. 812. Client will ensure that response to reviews and sign-off of documents happens within <<five>> working days to minimize delays. 913. Any request for change in data provided by Client that has already been uploaded in Production environment will be chargeable 1014. Application authorization, role assignment, and employee access matrix shall be agreed and signed-off as part of BRD and UAT. For providing application support, TCS Service Delivery team shall have the required access and authorization. TCS shall not be responsible for any impact due to authorization, roles and access provided to client users 15. All users are provisioned for the Contract Term. Any increase in the number of users from the agreed baseline shall be for the remaining contract term. Temporary increase and/or decrease in number of users is not supported 16. The number of Named Users includes TCS service delivery and administration users. TCS to indicate the split between TCS usage and Customer usage. 17. A Named User is authorized to perform operational, system administration and management roles supported by TCS Application System. This includes (but not limited to) Users created in TCS Application System for data exchange, system administration, SAP Basis support, Batch processing. A reasonable number of TCS resources who shall have access to Production Environment shall be mutually decided between TCS and Client and approved by Client 18. TCS will adhere apply software updates to following Service Levels post 3 months <<TCS Application System>> as required to cater to any changes in regulatory and statutory requirements. Any implementation and testing efforts specific to Client shall be taken through change requests. 19. The current pricing does not assume any indirect usage of Go LiveTCS Application System. If it is determined later that Client’s use of TCS Application System would attract indirect usage (as per the underlying vendor’s indirect usage policy), TCS reserves the right to change the monthly recurring pricing and the overall pricing structure 20. Client shall ensure compliance to SAP license usage and setup appropriate governance mechanism. Post implementation, Client shall provide SAP license usage report on a quarterly basis to TCS. Client shall also provide the SAP license usage report as and when requested by TCS for audit and compliance purposes, within Ten (10) days from the date of such request 21. Client will provide all data in the template provided by TCS and any data definitions or data cleansing processes shall be the responsibility of Client. TCS would not undertake any data cleansing activities on the data provided by Client, including but not limited to matching, merging, profiling, standardization, and validation 22. TCS will provision software licenses only up to the OS level, Application and interface specific licenses like (e.g. S/4 HANA, PI/PO) will be provisioned by Client for this engagement. Client shall measure the Service Levels for initial 3 months for benchmarking, however the Service Levels provision adequate number of Digital Licenses as per SAP Indirect Usage policy (Applicable incase of only Infra and Basis services) 23. TCS will not be applicable responsible for any impact caused due to third party (SAP, Azure/AWS) product-related shortcomings and/or product defects. However, TCS will take reasonable efforts in finding workable alternatives 24. In case of termination of contract between TCS and Microsoft Azure <<Any Cloud service provider>> TCS shall mutually agree with the same periodClient alternative hosting and related services which shall not impact the Services received by the Client 25. TCS recommends applying n-1 patch set level for application and OS 26. In case of termination of contract between AWS/Azure and TCS, TCS shall provide alternative hosting and related services without impact to client 27. TCS assumes that Client shall procure adequate number of SAP and other third-party licenses before the environments are released to the end-users. Client shall share the necessary license keys with TCS before TCS begins installation of the respective software on TCS Application System 28. Incase of an unforeseen event or situations like COVID-19, where associates are not able to commute to any of the TCS ODC for extended periods, TCS will invoke it’s Business Continuity Plan (BCP). When BCP is invoked, TCS will enable remote working for its associates through implementation of Secure Borderless WorkSpaces (SBWS) model. All the Associates will be made to sign the NDA in order to adopt an SBWS arrangement from home, in view of the additional security risks associated with such models for customers. Either of the seven SBWS connectivity models (for example: Remote Desktop Connection or Desktop movement or VPN connectivity etc.) will be enabled based on the most suited and secure option for associates to work from home. This will be informed and executed in agreement with the Client.