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

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NEP2: Choosing a Vendor Bullzai_Response to Request for
Proposal

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

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

Bullzai Ltd. Systems

113 W Pakisham Way,
W Pakisham Way, Chandigarh, India 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.

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

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.

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

Table of Contents
Legal Disclaimer.................................................................................................................... 4
Executive Summary............................................................................................................... 7
Response to the Endothon Request for Proposal...................................................................8
I. Introduction to the Point by Point RFP Response.........................................................8
II. Risk Assessment........................................................................................................ 11
III. Bullzai Ltd Personnel and Systems Qualifications..................................................12
Signature of Agreement....................................................................................................... 12
Signature Agreements......................................................................................................... 20
Statement of Work............................................................................................................... 21
1. Introduction............................................................................................................... 21
2. Background............................................................................................................... 21
3. Current Environment................................................................................................. 21
4. Objectives................................................................................................................. 21
5. Scope........................................................................................................................ 22
6. Key Deliverables, Milestones and Schedule...............................................................22
7. Constraints................................................................................................................ 23
8. Pricing and Performance...........................................................................................23
9. Place of Performance................................................................................................ 24
10. Points of Contact.................................................................................................... 24
Signatures from Involved Parties.........................................................................................25
Service Level Agreement..................................................................................................... 26
1. Summary...................................................................................................................... 26
2. Goals & Objectives....................................................................................................... 26
4. Program Review........................................................................................................... 26
5. Service Agreement....................................................................................................... 26
5.1. Service Scope........................................................................................................ 26
5.2. Endothon Inc. Requirements..................................................................................27
5.3. Service Provider Requirements..............................................................................27
5.4. Service Assumptions.............................................................................................. 27
6. Service Management.................................................................................................... 27
6.1. Service Availability................................................................................................ 27
6.2. Service Requests................................................................................................... 27
Signature of Agreement....................................................................................................... 27

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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.

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Response to the Endothon Request for Proposal

I. 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

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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:

a. 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.
b. 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.
c. 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.

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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

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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-

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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.

II. 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

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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.

III. 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.

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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

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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.

2. Term of Agreement.

(a) 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.

(b) 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.

(c) 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.

(d) 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.

3. Fees and Payment Terms.

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(a) 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.

(b) 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.

(c) 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.

4. 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.

5. 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.

6. 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.

7. Confidential Information.

(a) 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

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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.

(b) 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.

(c) 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.

(d) 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.

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(e) 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.

8. 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.

9. 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.

(b) 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.

(c) 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.

(d) 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.

(e) Provide passwords and job numbers to Company employees as needed.

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10. 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.

11. 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.

12. 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.

13. 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.

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

14. Termination.

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

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.

15. Miscellaneous Clauses:

(a) 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.

(b) 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.

(c) 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.

(d) 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

(e) 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.

(f) 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.

(g) 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.

(h) 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

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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.

(i) 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.

(j) 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.

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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!

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

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

2. 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.

3. 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

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selected partner and transitioned to the Endothon team completely within the next two
years.

4. 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.

5. 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

Service Offerings Delivery Model(s) Type of Pricing
ERP as a Service SaaS Oracle Web Services Cloud Monthly Subscription
Finance Automation Module Provider Furnished Private Cloud Monthly Subscription
Accounting Module Provider Furnished Private Cloud Monthly Subscription
Human Resource Module Provider Furnished Private Cloud Monthly Subscription
Sales & Distribution Module Provider Furnished Private Cloud Monthly Subscription
Cloud Planning Services Bullzai Furnished Services Milestone Payment
Implementation Services Bullzai Furnished Services Milestone Payment
Data Integration Services Bullzai Furnished Services Milestone Payment
Testing Services Bullzai Furnished Services Milestone Payment
Training and Documentation Services Bullzai Furnished Services Milestone Payment

6. Key Deliverables, Milestones, and Schedule

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

Table 2 Key Deliverables

Description of Service Time Frame Expected

ERP as a Service (overall project) 1 Year from the Date of Commencement

Finance Automation Module Configuration 6 Weeks

Accounting Module Configuration 2 Months

Human Resource Module Configuration 6 Weeks

Sales & Distribution Module Configuration 2 Months

Cloud Planning Services 2 Months

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Implementation Services 1 Month

Data Integration Services 6 Weeks

Testing Services 2 Months

Training and Documentation Services 3 Months

7. 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.

8. 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

Description of Work Price

Finance Automation Module Configuration 120,000.00 USD

Accounting Module Configuration 110,000.00 USD

Human Resource Module Configuration 190,000.00 USD

Sales & Distribution Module Configuration 160,000.00 USD

Cloud Planning Services 50,000.00 USD

Implementation Services 90,000.00 USD

Data Integration Services 120,000.00 USD

Testing Services 80,000.00 USD

Training and Documentation Services 40,000.00 USD

Total Cost of Fixed Project Work 0 USD

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

Table 4 Bonus Program Schedule

Description of Work Milestone Bonus % Increment Bonus Cap

Finance Automation Module Configuration 3 0.5%/ +1 wk 3 wks

Accounting Module Configuration 3 0.5%/ +1 wk 3 wks

Human Resource Module Configuration 3 0.5%/ +1 wk 3 wks

Sales & Distribution Module Configuration 5 0.3%/ +1wk 3 wks

Cloud Planning Services 3 0.5%/ +1 wk 3 wks

Implementation Services 5 0.3%/ +1wk 3 wks

Data Integration Services 5 0.3%/ +1wk 3 wks

Testing Services 3 0.5%/ +1 wk 3 wks

Training and Documentation Services 2 0.5%/ +1 wk 3 wks

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

Finance Automation Module 1200.00 USD

Accounting Module 1100.00 USD

Human Resource Module 1500.00 USD

Sales & Distribution Module 1900.00 USD

Basis Management and Operations 1600.00 USD

Security Service Monitoring 760.00 USD

BOBJ (Business Objects) Coverage 1000.00 USD

Hana DBA Management 1400.00 USD

Total Monthly Subscription Cost 0

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9. 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.

10. 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:_________________________________

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

Address:____________________________Address:______________________________

Please sign upon acceptance of this Statement of Work

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NEP2: Choosing a Vendor Bullzai_Response to Request for Proposal

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

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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

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 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.

# Description Amount
1 All high-priority issues where Bullzai fails to respond $1,200/incident
within 8 hours of notification
2 All medium-priority issues where Bullzai fails to $1,000/incident
respond within 48 hours of notification
3 All low-priority issues where Bullzai fails to respond $800/incident
within 48 hours of notification
4 Failure of the telephone support line to answer a call $200/incident
within four rings
5 Failure of the system to respond to user entries of $3,000/issue
more than 3 seconds. 1 remediation attempt of 30
days from notification per issue.
6 Failure of the system to run and maintain a 99.9% $3,000/issue
availability due to architectural engineering issues
(nonoperational or user management errors). 1
remediation attempt of 30 days from notification per
issue.

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.

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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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