Federal Supply Schedule GS35F5212H

D.B.A. SAP NATIONAL SECURITY SERVICES (SAP NS2)

Authorized Information Technology

Schedule Pricelist

Contract Number: GS-35F-5212H

Pricelist through Modification No. PO-0403, effective 01/25/2016

SAP Government Support and Services, Inc. www.sapns2.com

GS-35F-5212H Page 1

AUTHORIZED INFORMATION TECHNOLOGY SCHEDULE PRICELIST

FEDERAL SUPPLY SERVICE

INFORMATION TECHNOLOGY SCHEDULE

GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT,

SOFTWARE AND SERVICES

Special Item Numbers (SIN) Products/Services

132-33 ............................................................................................................................... Perpetual Software License 132-34 ................................................................................................................................... Maintenance of Software 132-51 ................................................................................................. Information Technology Professional Services

SIN 132-33 Perpetual Software License

FSC Class Category Code

7030 ........... INFORMATION TECHNOLOGY SOFTWARE Database Management Programs ............................... H

NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov gov.

SIN 132-51 Information Technology Professional Services

FPDS Class Category Code

D302 ......... Database Planning and Design .............................................................................................................. S D306 ......... Systems Analysis and Design ................................................................................................................ S D308-1 ...... Programming .......................................................................................................................................... S

Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

Note 2: Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services.

Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performed by the publisher or manufacturer or one of their authorized agents.

Contractor:

SAP Government Support and Services, Inc.

6903 Rockledge Drive

10th Floor Bethesda, MD 20817

(301) 896-1600

(301) 896-1601 www.sapns2.com

Contract Number: GS-35F-5212H

Period Covered By Contract: 1/16/1998 through 1/15/2018

General Services Administration

Federal Supply Service

Products and ordering information in this Authorized Information Technology Schedule Pricelist is also available on the GSA Advantage! System.

Agencies can browse GSA Advantage! By accessing GSA’s Home Page via Internet at www.gsa.gov.

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TABLE OF CONTENTS

CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES (SPECIAL ITEM NUMBER 132-51)

INFORMATION TECHNOLOGY SERVICE DESCRIPTIONS

DESCRIPTIVE INFORMATION RELATING TO SOFTWARE

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS

BASIC GUIDELINES FOR USING

“CONTRACTOR TEAM ARRANGEMENTS”

AUTHORIZED SERVICE LOCATIONS/CENTERS

DISCOUNT APPENDIX

CPU and Multi-core Scaling Coefficient Policy Parallel License Discount (PLSD) Restrictive Discounting Products Educational Administrative Purpose Licenses Educational Use Teaching or Research Purpose Licenses SIN 132-34 – Support Renewal GEO-based Inflationary Rate Adjustment (GRA) Rate Renewal Maintenance where the initial order was received before July 28, 2005

SOFTWARE FEE SCHEDULE & MAINTENANCE ..................................................................... Section 2, Page 1

INFORMATION TECHONLOGY PROFESSIONAL SERVICES ................................................. Section 2, Page 21

PRODUCT INDEX ............................................................................................................................ Section 2, Page 22

CONTRACT MODIFICATIONS

This Authorized Information Technology Schedule Pricelist incorporates all changes made to the subject contract as a result of Modifications through PO-0403, effective 01/25/2016.

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CUSTOMER INFORMATION

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN DESCRIPTION

132-33 PERPETUAL SOFTWARE LICENSES

132-34 MAINTENANCE OF SOFTWARE AS A SERVICE

132-51 INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN:

SIN PART NUMBER DESCRIPTION GSA PRICE

132-33 IANY-SQLASO-RSA-

FIPS-02

SQL Anywhere Security Options - FIPS - Networked Seat (ST)

$31

132-34 M-SES-115 SAP GSS Secure Enterprise Support - SQL Anywhere Security Options - FIPS - Networked Seat (ST). See Discount Appendix for GSA Dollar Volume Discounts.

$7

132-51 Staff Consultant *Please see Information Technology Professional Services Section for full description

$133.47

1c. HOURLY RATES: Please see Information Technology Professional Services Rates

2. MAXIMUM ORDER*: The Maximum Order for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 132-33 - Perpetual Software Licenses

Special Item Number 132-34 – Maintenance of Software as a Service

Special Item Number 132-51 – Professional IT Services

3. MINIMUM ORDER: The minimum dollar of orders to be issued is $100.00.

4. GEOGRAPHIC COVERAGE: Domestic Delivery Only

The Geographic Scope of Contract for software purchase and maintenance, installation and other technical services (SINs 132-33, 132-34 and 132-51) will be domestic delivery only.

For software purchase (SIN 132-33) ordering activities authorized to procure off this ADP

Schedule Price List at any other overseas locations exclusive of Iran, Syria, Libya, Cuba (not including

U.S. Naval facilities at Guantanamo Bay), North Korea and Iraq are eligible for purchase and delivery of software (132-33) only. Installation, Maintenance and other technical services for other overseas locations beside Alaska, Hawaii, Puerto Rico and U.S. Territories may be procured via an open market order outside the scope of this contract.

5. POINT(S) OF PRODUCTION:

SAP Government Support and Services, Inc..

6903 Rockledge Drive, 10th Floor

Bethesda, MD 20817

6. DISCOUNT FROM LIST PRICES: All prices shown herein are Net GSA prices (basic discounts deducted) unless otherwise indicated.

7. QUANTITY DISCOUNT: None

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8. PROMPT PAYMENT TERMS: : Prompt payment is 0%, Net 30 days from receipt of invoice or date of acceptance, whichever is later.

9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9.b Government Purchase Cards are accepted above the micro-purchase threshold.

10. FOREIGN ITEMS: See Geographic Coverage

11a. TIME OF DELIVERY:

SIN DELIVERY TIME (DAYS ARO)

132-33 30 DAYS ARO

11b. EXPEDITED DELIVERY: Quicker delivery times than those set forth in paragraph (a) above are available from the Contractor based on the availability of product inventory. Delivery times of 1-30 days after receipt of order (ARO) are available, as negotiated between the Ordering Activity and the

Contractor.

11c. OVERNIGHT AND 2-DAY DELIVERY: When schedule customers require overnight or 2-day delivery, ordering activities are encouraged to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor provides overnight and 2-day delivery times subject to the availability of product inventory. If the ordering activity requests physical shipment of any Software License, the

Contractor shall pay for shipment, with freight prepaid and invoiced. Authorization must be included on the ordering activity order for products.

11d. URGENT REQUIRMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The

Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

12. FOB POINT: Destination for the 48 contiguous states, the District of Columbia, Alaska, Hawaii, Puerto

Rico and U.S. Territories.

Point of Exportation for all other overseas locations. In place of a delivery/installation date for equipment, a shipping date shall be specified on the order. If the ordering activity requests physical shipment of any Software License, the Contractor shall pay for shipment to a CONUS APO/FPO. At the option of the ordering activity for overseas shipments, F.O.B. will be Point of Origin, with freight prepaid and invoiced. Authorization for shipping, export, and/or other charge must be included on the ordering activity order.

13a. ORDERING ADDRESS:

SAP Government Support and Services, Inc..

Attn: GSA Administrator

6903 Rockledge Drive, 10th Floor

Bethesda, MD 20817

(301) 896-1600

13b. ORDERING PROCEDURES: Ordering activities shall use the ordering procedures of Federal

Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

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a) FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b) FAR 8.405-2 Ordering procedures for services requiring a statement of work.

14. PAYMENT ADDRESS:

SAP Government Support and Services, Inc.

Attn: Accounts Receivable

3809 West Chester Pike, Suite 200

Newtown Square, PA 19073

15. WARRANTY PROVISION:

A. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

1) Time of delivery/installation quotations for individual orders;

2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

B. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

16. EXPORT PACKING CHARGES: Point of Exportation for all other overseas locations. In place of a delivery/installation date for equipment, a shipping date shall be specified on the order. The

Contractor shall pay for shipment to a CONUS APO/FPO. At the option of the ordering activity for overseas shipments, F.O.B. will be Point of Origin, with freight prepaid and invoiced. Authorization for shipping, export, and/or other charge must be included on the ordering activity order.

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: N/A

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): See SIN specific Terms and Conditions

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY

DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for EIT: Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following:

www.sapns2.com

The EIT standard can be found at: www.Section508.gov/

25. DUNS NUMBER: 144949653

http://www.sapns2.com/ http://www.section508.gov/

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26. NOTIFICATION REGARDING REGISTRATION IN CENTRAL CONTRACTOR REGISTRATION (CCR)

DATABASE: Registration valid.

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TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES

(SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL

ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

ACCEPTANCE. For each Program license that is delivered under this contract, the ordering activity shall have a thirty day Acceptance Period, beginning on the delivery date, in which to evaluate the Program. During the Acceptance period, the ordering activity may cancel the license by giving written notice to SAP Government Support and Services, Inc. Unless such cancellation notice is given, the license will be deemed accepted by the ordering activity at the end of the Acceptance Period.

NOTE: For Contractor Software delivered pursuant to SIN 132-33, delivery for new enhancement or maintenance releases delivered under (SIN 132-34), for purposes of computing Acceptance and Guarantee terms, shall be deemed to have occurred on the date the Contractor provides to the End User by electronic delivery the activation information (software license key) to enable the Use of the number of licenses ordered in the Delivery Order.

Notwithstanding any other terms of this contract, if the ordering activity finds the software to be unsatisfactory and the shortcoming which prompted such a finding are not completely remedied within thirty (30) calendars days after delivery (or a different period if mutually agreed to), it will not be accepted, and the ordering activity shall have the right to return the software without any payment or further obligation to the Contractor.

2. END USER LICENSE AGREEMENTS (EULA) / TERMS OF SERVICE (TOS) AGREEMENT REQUIREMENTS The Contractor shall provide all Enterprise User License Agreements in an editable format.

3. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

GUARANTEE The term of the warranty is one year for software and 90 days for Maintenance. All guarantees are from date of shipment.

(1) PROGRAMS. For the term indicated above, Contractor warrants that the Programs, when properly used, will operate in all material respects in conformity with Contractor’s published specifications for such version, and the Program media shall be free of defects.

(2) MAINTENANCE.. Contractor warrants that technical support and on-site technical support shall be performed by qualified individuals in accordance with generally accepted industry standards.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable for the particular purpose described in this contract.

c. Limitation of Liability.

WARRANTY EXCLUSION AND LIMITATION OF DAMAGES. Except as expressly set forth in this agreement and except for the implied warranty of merchantability, there are no warranties expressed or implied. In no event will Contractor be liable to the ordering activity for consequential damages as defined in the Uniform Commercial Code, Section 2-715 in effect in the District of Columbia as of January 1, 1973, i.e.:

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Consequential damages resulting from Contractor ’s breach include (a) any loss resulting from general or particular requirements and needs of which Contractor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and (b) injury to person or property proximately resulting from any breach of warranty.

4. TECHNICAL SERVICES

Provided the ordering activity has entered into a valid maintenance agreement, The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 1-800-8SYBASE for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 7:00AM to 5:30PM Eastern time.

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type) :

____X___ 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase.

____X___ 2. Software Maintenance as a Service (SIN 132-34) Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.

Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT

DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

b. The Contractor shall provide maintenance support in accordance with the terms and conditions for the SAP Secure Enterprise Support as described herein at Section 5 (See Maintenance Plans). The support fees shall be calculated at 22% of the Net License Fees for the software supported under the SAP Secure Enterprise Support plan.

Maintenance may be renewed for one-year periods on the anniversary of each project (CBS) as long as SAP Government Support and Services, Inc. offers support for the products.

Effective January 1, 2013 support renewal for previous “Sybase” customers will be migrated at the time of their annual renewal to the SAP Secure Enterprise Plan. Unless the prior year renewal was under compliant, during the calendar 2013 renewal period, the price for support renewal will be the support fees paid for the same licenses in the prior year plus the applicable Geo Inflationary Rate (GRA) as set forth herein. After migration to the SAP Secure Enterprise Plan, follow on renewals in 2014 and beyond will follow the GRA increase as defined herein. If the prior year renewal was under compliant then the support renewal price will be calculated at the 22% of the original net license fees ordered.

At the support renewal anniversary, any support fees added to the project during the renewal period will be brought co-terminus and pro-rated to the renewal date. Contact your SAP Government Support and Services, Inc.

representative to obtain a quotation.

c. Invoices for maintenance service shall be submitted by the Contractor upon delivery and electronic activation of the support plan. Payment for maintenance support service of less than one (1) month’s duration shall be prorated at 1/30th of the monthly rate for each calendar day. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE

SHOWN ON THE INVOICE.

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SIN 132-34 MAINTENANCE OF GENERAL PURPOSE INFORMATION TECHNOLOGY SOFTWARE

Section 5 Maintenance Plans is hereby modified in its entirety by the following:

The following maintenance plans are considered “Software Maintenance as a Product: as defined on page 7, paragraph 3 Software Maintenance, (1). These maintenance plans are available to the ordering activity subject to the eligibility requirements set forth under paragraph 3 above: Payment terms are Net 30, as defined on page 3, paragraph 7 Discounts, SAP Secure Enterprise Support

1. Definitions:

1.1 “Go-Live” marks the point in time from when, after implementation of Enterprise Support Solution or an upgrade of Enterprise Support Solution, the Enterprise Support Solution can be used by Ordering Activity for processing real data in live operation mode and for running Ordering Activity’s business in accordance with the Agreement.

1.2 “Ordering Activity Solution” shall mean Enterprise Support Solutions and any other software licensed by Ordering Activity from third parties provided such third party software is operated in conjunction with Enterprise Support Solutions.

1.3 “Production System” shall mean a live SAP system used for running Ordering Activity’s internal business operations and where Ordering Activity’s data is recorded.

1.4 “SAP Enterprise Support” shall mean the global support program delivered commercially by SAP as further defined herein.

1.5 “SAP Software Solution(s)” shall mean a group of one or multiple Production Systems running Ordering Activity Solutions and focusing on a specific functional aspect of Ordering Activity’s business.

1.6 “Secure Enterprise Support” shall mean the support program delivered under this Addendum comprising SAP Enterprise Support and Secure Support as further defined herein.

1.7 “Secure Support” shall mean the secure support delivered commercially by SAP GSS as further defined herein, delivered in conjunction with SAP Enterprise Support.

1.8 “Service Session” shall mean a sequence of support activities and tasks carried out remotely to collect further information on an incident by interview or by analysis in a Production System resulting in a list of recommendations. A Service Session could run manually, as a self-service or fully automated.

1.9 “Top-Issue” shall mean issues and/or failures identified and prioritized jointly by SAP and Ordering Activity in accordance with SAP standards which (i) endanger Go-Live of a pre-production system or (ii) have a significant business impact on Ordering Activity’s core Production System.

1.10 “SAP Software” shall mean the “Sybase” or “SAP” software, previously licensed by the Ordering Activity, under separate Agreement, to be supported under this SAP Secure Enterprise Support Plan.

1.11 “Agreement” as used herein, shall mean, the SAP GSS GSA Schedule Contract GS-35F5212H, the “Sybase” or “SAP” Software License Agreement together with all applicable Addendums and Schedules, the applicable Delivery Order.

2. Scope:

SAP ENTERPRISE SUPPORT. Ordering Activity may request and SAP shall provide through this Addendum, to such degree as SAP makes such services generally available within the Geographic Scope of the SAP GSS GSA Schedule, SAP Enterprise Support services. SAP Enterprise Support is delivered by SAP and currently includes:

Continuous Improvement and Innovation

New software releases of the licensed Enterprise Support Solutions, as well as tools and procedures for upgrades.

Support packages - correction packages to reduce the effort of implementing single corrections. Support packages may also contain corrections to adapt existing functionality to changed legal and regulatory requirements.

During mainstream maintenance for an SAP release, SAP’s current practice is to provide one enhancement package or other update per calendar year.

Technology updates to support third-party operating systems and databases.

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Software change management, such as changed configuration settings or Enterprise Support Solutions upgrades, is supported for example with content and information material, tools for client copy and entity copy, and tools for comparing customization.

SAP provides Ordering Activity with up to five days remote support services per calendar year from SAP solution architects o to assist Ordering Activity in evaluating the innovation capabilities of the latest SAP enhancement package and how it may be deployed for Ordering Activity’s business process requirements.

o to give Ordering Activity guidance in form of knowledge transfer sessions, weighted one day, for defined SAP software/applications or Global Support Backbone components. Currently, content and session schedules are stated at http://service.sap.com/enterprisesupport. Scheduling, availability and delivery methodology is at SAP’s discretion.

SAP gives Ordering Activity access to guided self services as part of SAP Solution Manager Enterprise Edition, helping the Ordering Activity to optimize technical solution management of selected Enterprise Support Solutions.

Configuration guidelines and content for Enterprise Support Solutions are usually shipped via SAP Solution Manager Enterprise Edition. Best practices for SAP System Administration and SAP Solution Operations for SAP Software.

SAP configuration and operation content is supported as integral parts of Enterprise Support Solutions.

Content, tools and process descriptions for SAP Application Lifecycle Management are part of the SAP Solution Manager Enterprise Edition, the Enterprise Support Solutions and/or the applicable Documentation for the Enterprise Support Solutions.

Advanced Support for Enhancement Packages and other SAP Software Updates SAP offers special remote checks delivered by SAP solution experts to analyze planned or existing modifications and identify possible conflicts between Ordering Activity custom code and enhancement packages and other Enterprise Support Solutions updates. Each check is conducted for one specific modification in one of Ordering Activity's core business process steps. Ordering Activity is entitled to receive two services from one of the following categories per calendar year per SAP Software Solution.

Modification Justification: Based on Ordering Activity’s provision of SAP required documentation of the scope and design of a planned or existing custom modification in SAP Solution Manager Enterprise Edition, SAP identifies standard functionality of Enterprise Support Solutions which may fulfill the Ordering Activity’s requirements (for details see http://service.sap.com/).

Custom Code Maintainability: Based on Ordering Activity’s provision of SAP required documentation of the scope and design of a planned or existing custom modification in SAP Solution Manager Enterprise Edition, SAP identifies which user exits and services may be available to separate custom code from SAP code (for details see http://service.sap.com/).

Global Support Backbone

SAP Service Marketplace - SAP's knowledge database and SAP’s extranet for knowledge transfer on which SAP makes available content and services to Ordering Activitys and partners of SAP only.

SAP Notes on the SAP Service Marketplace document software malfunctions and contain information on how to remedy, avoid and bypass errors. SAP Notes may contain coding corrections that Ordering Activitys can implement into their SAP system. SAP Notes also document related issues, Ordering Activity questions, and recommended solutions (e.g. customizing settings).

SAP Note Assistant - a tool to install specific corrections and improvements to SAP components.

SAP Solution Manager Enterprise Edition – as described in Section 2.4

Mission Critical Support

Global message handling by SAP for problems related to Enterprise Support Solutions, including Service Level Agreements for Initial Reaction Time and Corrective Action (for more information refer to Section 2.1.1).

SAP Support Advisory Center – as described in Section 2.2.

Continuous Quality Checks – as described in Section 2.3.

Global 24x7 root cause analysis and escalation procedures in accordance with section 2.1below.

Root Cause Analysis for Custom Code: For Ordering Activity custom code built with the SAP development workbench, SAP provides mission-critical support root-cause analysis, according to the Global Message Handling process and Service Level Agreements stated in Sections 2.1.1, 2.1.2 and 2.1.3, applicable for priority “very high” and priority “high” messages. If the Ordering Activity custom code is documented according http://service.sap.com/enterprisesupport

GS-35F-5212H Page 11 to SAP’s then-current standards (for details see http://service.sap.com/), SAP may provide guidance to assist Ordering Activity in issue resolution

Other Components, Methodologies, Content and Community Participation

Monitoring components and agents for systems to monitor available resources and collect system status information of the Enterprise Support Solutions (e.g. SAP EarlyWatch Alert).

Pre-configured test templates and test cases are usually delivered via the SAP Solution Manager Enterprise Edition. In addition the SAP Solution Manager Enterprise Edition assists Ordering Activity’s testing activities with functionalities that currently include:

o Test administration for Enterprise Support Solutions by using the functionality provided as part of the SAP Solution Manager Enterprise Edition o Quality Management for management of ”Quality-Gates“ o SAP-provided tools for automatic testing o SAP-provided tools to assist with optimizing regression test scope. Such tools support identifying the business processes that are affected by a planned SAP Software Solutions change and make recommendations for the test scope as well as generating test plans (for details see http://service.sap.com/).

Content and supplementary tools designed to help increase efficiency, which may include implementation methodologies and standard procedures, an Implementation Guide (IMG) and Business Configuration (BC) Sets.

Access to guidelines via the SAP Service Marketplace, which may include implementation and operations processes and content designed to help reduce costs and risks. Such content currently includes:

o End-to-End Solution Operations: Assists Ordering Activity with the optimization of the end-to-end operations of Ordering Activity’s SAP Software Solution.

o Run SAP Methodology: Assists Ordering Activity with application management, business process operations, and administration of the SAP NetWeaver® technology platform, and currently includes:

The SAP standards for solution operations The road map of Run SAP to implement end-to-end solution operations Tools, including the SAP Solution Manager Enterprise Edition application management solution. For more information on the Run SAP methodology, refer to http://service.sap.com/runsap

Participation in SAP's customer and partner community (via SAP Service Marketplace), which provides information about best business practices, service offerings, etc.

2.1 Global Message Handling and Service Level Agreement (SLA). When Ordering Activity reports malfunctions, SAP supports Ordering Activity by providing information on how to remedy, avoid and bypass errors.

The main channel for such support will be the support infrastructure provided by SAP. Ordering Activity may send an error message at any time. All persons involved in the message solving process can access the status of the message at any time. For further details on definitions of message priorities see SAP Note 67739.

In exceptional cases, Ordering Activity may also contact SAP by telephone. For such contact (and as otherwise provided) SAP requires that License provide remote access as specified in Section 3.2(iii).

The following Service Level Agreements (“SLA” or “SLAs”) shall apply to all Ordering Activity support messages that SAP accepts as being Priority 1 and which fulfill the prerequisites specified herein. Such SLAs shall commence in the first full Calendar Quarter following the Effective Date of this Addendum. As used herein, “Calendar Quarter” is the three month period ending on March 31, June 30, September 30 and December 31 respectively of any given calendar year.

2.1.1 SLA for Initial Response Times: Priority 1 Support Messages (“Very High”). SAP shall respond to Priority 1 support messages within one (1) hour of SAP’s receipt (twenty-four hours a day, seven days a week) of such Priority 1 support messages. A message is assigned Priority 1 if the problem has very serious consequences for normal business transactions and urgent, business critical work cannot be performed. This is generally caused by the following circumstances: complete system outage, malfunctions of central SAP functions in the Production System, or Top-Issues.

2.1.2 SLA for Corrective Action Response Time for Priority 1 Support Messages: SAP shall provide a solution, work around or action plan for resolution (“Corrective Action”) of Ordering Activity’s Priority 1 support message within four (4) hours of SAP’s receipt (twenty-four hours a day, seven days a week) of such Priority 1 support message (“SLA for Corrective Action”). In the event an action plan is submitted to Ordering Activity as a http://service.sap.com/runsap

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Corrective Action, such action plan shall include: (i) status of the resolution process; (ii) planned next steps, including identifying responsible SAP resources; (iii) required Ordering Activity actions to support the resolution process; (iv) to the extent possible, planned dates for SAP’s actions; and (v) date and time for next status update from SAP. Subsequent status updates shall include a summary of the actions undertaken so far; planned next steps; and date and time for next status update. The SLA for Corrective Action only refers to that part of the processing time when the message is being processed at SAP (“Processing Time”). Processing Time does not include the time when the message is on status “Customer Action” or “SAP Proposed Solution”, whereas (a) the status Customer Action means the support message was handed over to Ordering Activity; and (b) the status SAP Proposed Solution means SAP has provided a Corrective Action as outlined herein. The SLA for Corrective Action shall be deemed met if within four (4) hours of processing time: SAP proposes a solution, a workaround or an action plan; or if Ordering Activity agrees to reduce the priority level of the message.

2.1.3 Prerequisites and Exclusions.

2.1.3.1 Prerequisites. The SLAs shall only apply when the following prerequisites are met for all support messages: (i) in all cases except for Root Cause Analysis for Custom Code under Section 2, support messages are related to releases of Enterprise Support Solutions which are classified by SAP with the shipment status “unrestricted shipment”; (ii) support messages are submitted by Ordering Activity in English via the SAP Solution Manager Enterprise Edition in accordance with SAP’s then current support message processing log-in procedure which contain the relevant details necessary (as specified in SAP Note 16018 or any future SAP Note which replaces SAP Note 16018) for SAP to take action on the reported error; (iii) support messages are related to a product release of Enterprise Support Solutions which falls into Mainstream Maintenance or Extended Maintenance.

For Priority 1 support messages, the following additional prerequisites must be fulfilled by Ordering Activity: (a) the issue and its business impact are described in detail sufficient to allow SAP to assess the issue; (b) Ordering Activity makes available for communications with SAP, twenty four (24) hours a day, seven (7) days a week, an English speaking contact person with training and knowledge sufficient to aid in the resolution of the Priority 1 message consistent with Ordering Activity’s obligations hereunder; and (c) a Ordering Activity contact person is provided for opening a remote connection to the system and to provide necessary log-on data to SAP.

2.1.3.2 Exclusions. For SAP Enterprise Support in particular the following types of Priority 1 messages are excluded from the SLAs: (i) support messages regarding a release, version and/or functionalities of Enterprise Support Solutions developed specifically for Ordering Activity (including without limitation those developed by SAP Custom Development and/or by SAP subsidiaries) except for custom code built with the SAP development workbench; (ii) support messages regarding country versions that are not part of the Enterprise Support Solutions and instead are realized as partner add-ons, enhancements, or modifications is expressly excluded even if these country versions were created by SAP or an affiliate of SAP; (iii) the root cause behind the support message is not a malfunction, but a missing functionality (“development request”) or the support message is ascribed to a consulting request; and (iv) support messages referred for handling under Secure Support.

2.1.4 Service Level Credit.

2.1.4.1 SAP shall be deemed to have met its obligations pursuant to the SLAs as stated above by reacting within the allowed time frames in ninety-five percent (95%) of the aggregate cases for all SLAs within a Calendar Quarter. In the event Ordering Activity submits less than twenty (20) messages (in the aggregate for all SLAs) pursuant to the SLAs stated above in any Calendar Quarter during the Enterprise Support term, Ordering Activity agrees that SAP shall be deemed to have met the its obligations pursuant to the SLAs stated above if SAP has not exceeded the stated SLA time-frame in more than one support message during the applicable Calendar Quarter.

2.1.4.2 Subject to Section 2.1.4.1 above, in the event that the timeframes for the SLAs are not met (each a “Failure”), the following rules and procedures shall apply: (i) Ordering Activity shall inform SAP in writing of any alleged Failure; (ii) SAP shall investigate any such claims and provide a written report proving or disproving the accuracy of Ordering Activity’s claim; (iii) Ordering Activity shall provide reasonable assistance to SAP in its efforts to correct any problems or processes inhibiting SAP’s ability to reach the SLAs; (iv) subject to this Section 2.1.4, if based on the report, an SAP Failure is proved, SAP shall apply a Service Level Credit (“SLC”) to Ordering Activity’s next SAP Enterprise Support Fee invoice equal to one quarter percent (0.25%) of Ordering Activity’s SAP Enterprise Support Fee for the applicable Calendar Quarter for each Failure reported and proved, subject to a maximum SLC cap per Calendar Quarter of five percent (5%) of Ordering Activity’s SAP Enterprise Support Fee for such Calendar Quarter. Ordering Activity bears the responsibility of notifying SAP of any SLCs within one

GS-35F-5212H Page 13 month after the end of a Calendar Quarter in which a Failure occurs. No penalties will be paid unless notice of Ordering Activity’s well-founded claim for SLC(s) is received by SAP in writing. The SLC stated in this Section

2.1.4 is Ordering Activity’s sole and exclusive remedy with respect to any alleged or actual Failure.

2.2 SAP Support Advisory Center. For Priority 1 and Top-Issues directly related to the Enterprise Support Solutions, SAP shall make available a global unit within SAP’s support organization for mission critical support related requests (the “Support Advisory Center”). The Support Advisory Center will perform the following mission critical support tasks: (i) remote support for Top-Issues – the Support Advisory Center will act as an additional escalation level, enabling 24X7 root cause analysis for problem identification; (ii) Continuous Quality Check service delivery planning in collaboration with Ordering Activity’s IT, including scheduling and delivery coordination;

(iii) provides one SAP Enterprise Support report on request per calendar year; (iv) remote primary certification of the SAP Customer Center of Expertise if requested by Ordering Activity; and (v) providing guidance in cases in which Continuous Quality Checks (as defined in Section 2.3 below), an action plan and/or written recommendations of SAP show a critical status (e.g. a red CQC report) of the Enterprise Support Solutions.

As preparation for the Continuous Quality Check delivery through SAP Solution Manager Enterprise Edition, Ordering Activity’s Contact Person and SAP shall jointly perform one mandatory setup service (“Initial Assessment”) for the Enterprise Support Solutions. The Initial Assessment shall be based upon SAP standards and documentation.

The designated SAP Support Advisory Center will be English speaking and available to Ordering Activity’s Contact Person (as defined below) or its authorized representative twenty-four hours a day, seven days a week for mission critical support related requests. The available local or global dial-in numbers are shown in SAP Note 560499.

The Support Advisory Center is only responsible for the above mentioned mission critical support related tasks to the extent these tasks are directly related to issues or escalations regarding the Enterprise Support Solutions.

2.3 SAP Continuous Quality Check. In case of critical situations related to the SAP Software Solution (such as Go Live, upgrade, migration or Top Issues), SAP will provide at least one Continuous Quality Check (the “Continuous Quality Check” or “CQC”) per calendar year for each SAP Software Solution.

The CQC may consist of one or more manual or automatic remote Service Sessions. SAP may deliver further CQC’s in cases where vital alerts are reported by SAP EarlyWatch Alert or in those cases where Ordering Activity and the SAP Advisory Center mutually agree that such a service is needed to handle a Top-Issue. Details, such as the exact type and priorities of a CQC and the tasks of SAP and cooperation duties of Ordering Activity, shall be mutually agreed upon between the parties. At the end of a CQC, SAP will provide Ordering Activity with an action plan and/or written recommendations.

Ordering Activity acknowledges that all or part of the CQC sessions may be delivered by SAP and/or a certified SAP partner acting as SAP’s subcontractor and based on SAP’s CQC standards and methodologies. Ordering Activity agrees to provide appropriate resources, including but not limited to equipment, data, information, and appropriate and cooperative personnel, to facilitate the delivery of CQC’s hereunder.

Ordering Activity acknowledges that SAP limits CQC re-scheduling to a maximum of three times per year. Re-scheduling must take place at least 5 working days before the planned delivery date. If Ordering Activity fails to follow these guidelines, SAP is not obliged to deliver the yearly CQC to the Ordering Activity.

2.4 SAP Solution Manager Enterprise Edition under SAP Enterprise Support.

2.4.1 SAP Solution Manager Enterprise Edition (and any successor to SAP Solution Manager Enterprise Edition provided hereunder) shall be subject to the Agreement and is solely for the following purposes under SAP Enterprise Support: (i) delivery of SAP Enterprise Support and support services for Ordering Activity Solutions including delivery and installation of software and technology maintenance for Enterprise Support Solutions; and

(ii) application lifecycle management for Ordering Activity Solutions and for any other software components and IT assets licensed or otherwise obtained by Ordering Activity from third parties provided such third party software, software components and IT assets are operated in conjunction with Enterprise Support Solutions and are required to complete the Ordering Activity’s business processes as documented in the solution documentation in SAP Solution Manager Enterprise Edition (“Additional Supported Assets”). Such application lifecycle management is limited solely to the following purposes:

implementation, configuration, testing, operations, continuous improvement and diagnostics

GS-35F-5212H Page 14 incident management (service desk), problem management and change request management as enabled using SAP CRM technology integrated in SAP Solution Manager Enterprise Edition administration, monitoring, reporting and business intelligence as enabled using SAP NetWeaver technology integrated in SAP Solution Manager Enterprise Edition. Business intelligence may also be performed provided the appropriate SAP BI software is licensed by Ordering Activity as part of the Enterprise Support Solutions.

For application lifecycle management as outlined under section 2.4.1(ii) above, Ordering Activity does not require a separate Package license to SAP CRM. Ordering Activity must hold appropriate Named User licenses to Use SAP Solution Manager.

2.4.2 SAP Solution Manager Enterprise Edition may not be used for purposes other than those stated above.

Without limiting the foregoing restriction, Ordering Activity shall not use SAP Solution Manager Enterprise Edition for (i) CRM scenarios such as service plans, contracts, service confirmation management, except as CRM scenarios are expressly stated in Section 2.4.1; (ii) SAP NetWeaver usage types other than those stated above or

(iii) application life-cycle management and in particular incident management (service desk) except for Ordering Activity Solutions and Additional Supported Assets and (iv) non-IT shared services capabilities, including without limitation HR, Finance or Procurement.

2.4.3 SAP, in its sole discretion, may update from time to time on the SAP Service Marketplace under http://service.sap.com/solutionmanager the use cases for SAP Solution Manager Enterprise Edition under this Section 2.4.

2.4.4 SAP Solution Manager Enterprise Edition shall only be used during the term of this Addendum and by Named Users licensed by Ordering Activity subject to the licensed rights for the Software and exclusively for Ordering Activity's SAP-related support purposes in support of Ordering Activity’s internal business operations.

The right to use any SAP Solution Manager Enterprise Edition capabilities under SAP Enterprise Support other than those listed above is subject to a separate written agreement with SAP, even if such capabilities are accessible through or related to SAP Solution Manager Enterprise Edition. Notwithstanding the foregoing limitation on Named Users, Ordering Activity shall be entitled to allow any of its employees to use web self service in the SAP Solution Manager Enterprise Edition during the term of this Addendum for the sole purpose of creating support tickets, requesting support ticket status and ticket confirmation directly related to the Ordering Activity Solutions and Additional Supported Assets.

2.4.5 Use of SAP Solution Manager Enterprise Edition may not be offered by Ordering Activity as a service to third parties even if such third parties have licensed SAP Software and have licensed Named Users; provided, third parties authorized to access the SAP Software under the Agreement may have access to SAP Solution Manager Enterprise Edition solely for SAP-related support purposes in support of Ordering Activity’s internal business operations under and in accordance with the terms of this Addendum.

SECURE SUPPORT. Ordering Activity may request and SAP GSS shall provide, to such degree as SAP GSS makes such services generally available within the Geographic Scope of the SAP GSS GSA Schedule, Secure Support services. Secure Support is delivered in the United States only and currently includes a secure remote connection, secure backoffice, secure support advisor, secure support setup, and certain secure continuous quality checks as specified herein.

2.5 Secure Remote Connection and Secure Backoffice. A US citizen-staffed secure backoffice located in a US facility shall be provided during the standard hours of 9:00AM to 6:00PM United States Eastern time, Monday through Friday, excluding holidays observed by SAP GSS (“Standard Hours”) for the following Ordering Activity site(s).

The Ordering Activity shall define the location in the Delivery Order where Secure Support is to be delivered.

Under SAP Enterprise Support, Ordering Activity…