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H.4B - OTT No - Project Offer Title - 20210712
H.4B - OTT No - Project Offer Title - 20210712
H.4B - OTT No - Project Offer Title - 20210712
4B
Form of Project Offer for Small and Medium-
Sized Projects
ID: 01-H4B
Date: 04.05.2021
Revision: 1.0
Author: Bayer
Status: Final
© 2020 Bayer AG
All copying and distribution to third parties without prior written approval of Bayer AG is prohibited.
RESTRICTED
Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
DO CU ME NT HI STO RY
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
TA BLE OF CO NT E N TS
PART A G E NE RA L T E RMS............................................................................................................ 4
1 SUBJ ECT OF T HI S PROJECT O F FE R ..............................................................................4
2 CO N ST RUCT I ON .............................................................................................................. 4
3 PROJECT SE RVI CES ......................................................................................................... 4
4 PE RFO R MA N CE MA N AG E ME NT ...................................................................................5
5 PAYME N T .......................................................................................................................... 5
6 SP ECIA L T E RMS .............................................................................................................. 5
6.1 Appointments....................................................................................................................5
PART B PROJECT DESCRI PT IO N ................................................................................................. 6
7 SE RVI CE DESCRI PT IO N AN D DE LI VE RA BLES .............................................................6
7.1 Project Environment and Expected Outcome...................................................................6
7.2 Project Plan........................................................................................................................6
7.3 Project Risk Log..................................................................................................................7
7.4 Project Resources..............................................................................................................7
8 SE RVI CE DE LI VE RY ......................................................................................................... 7
8.1 Project Organization..........................................................................................................8
8.2 Locations............................................................................................................................8
8.3 Approved Subcontractors..................................................................................................8
9 PE RFO R MA N CE ............................................................................................................... 8
9.1 Service Levels.....................................................................................................................8
9.2 Critical Deliverables...........................................................................................................8
9.3 Reports...............................................................................................................................9
9.4 Testing and Acceptance.....................................................................................................9
10 PRI CI N G............................................................................................................................ 9
10.1 General..............................................................................................................................9
10.2 Charges..............................................................................................................................9
10.3 Customer Assets, Software Licenses, and Responsibilities.............................................10
11 DATA PRO CESSI NG DETA I LS .......................................................................................10
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
ATTACHMENT H.4B
FORM OF PROJECT OFFER FOR SMALL AND MEDIUM-SIZED
PROJECTS
PROJECT OFFER [NUMBER]
[TITLE]
from
Capgemini Deutschland GmbH
(“Supplier” or “Capgemini”)
to
Bayer AG
(“Customer” or “Bayer”)
(both Customer and Supplier, together the “Parties” or individually the “Party”)
PART A GE N E RA L TE RMS
2 CO N ST RUCT I ON
(1) This Project Offer, completed in content and submitted electronically, shall
represent a binding offer by Supplier to conclude a Project Contract.
(2) Supplier’s binding offer is accepted and thus a Project Contract is concluded by
Customer’s issuance of a corresponding purchase order.
(3) Only if applicable Laws require signatures by both Parties to conclude a Project
Contract, this document shall be signed by both Parties.
(4) The terms and conditions of the Master Services Agreement and an applicable
Country Participation Agreement, if any, are hereby incorporated into the
Project Contract concluded by this Project Offer and the issuance of a
corresponding purchase order.
(5) Capitalized terms used, but not defined in this Project Offer have the meaning
as defined in the Master Services Agreement as amended by an applicable
Country Participation Agreement, its Schedule A (Definitions), unless
otherwise stated hereinafter.
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
4 PE RFO R MA N CE MA N AG E ME NT
In delivering the Project Services Supplier shall fulfill the requirements set out in Schedule D
(Performance Framework) of the Master Services Agreement as amended by an applicable
Country Participation Agreement and Section 9 (Performance) of this Project Offer.
5 PAYME N T
Customer shall remunerate Supplier according to the provisions of Schedule E (Pricing
Framework) of the Master Services Agreement as amended by an applicable Country
Participation Agreement and Section 10 (Pricing) of this Project Offer.
6 SP ECIA L T E RMS
6.1 Appointments
Customer: Add Project Offer responsible for changes to this Project Offer.
Supplier: Add Project Offer responsible for changes to this Project Offer.
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
Start Date :
End Date :
[Supplier: Depending on the nature, size and complexity of the project, adopt one of the
following tables – Plan of Deliverables or Project Breakdown by Phases.]
7.2.2 Project Breakdown by Phases (Mandatory for projects with a value greater than € 50.000)
The project breakdown below follows Bayer’s FrameIT methodology.
The applicable Service Variant(s) for this Project is [Only applicable for projects under SDC 4]:
[Supplier: Enter applicable Service Variant(s) for Projects (E2E Project, Implementation Project,
Specify Requirements, Project Management, IT Consulting, Domain Consulting, Project
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
Management Office (PMO)) specifying the correct sub-variants as well, or write “n/a” if no
specific Service Variant(s) is used]
a. Planning Phase:
Category Services
Due Date
b. Executing Phase:
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
Category Services
Due Date
c. Closing Phase
Category Services
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
Category Services
Due Date
Category Services
Scope [E.g.:
Project planning with work packages, milestones and resources,
if required by Bayer
Track, review, and orchestrate the progress and performance of
the project
Identify any areas where changes to the plan are required and
initiate the corresponding changes]
Work [E.g.:
Products /
Project report containing identified and initiated required
Deliverables
changes to the project plan
Mitigation strategy plan for identified risks and problems
Due Date
Acceptance [E.g.:
criteria
Provision of Project plan report / Project documentation /
Closure Project report containing:
o identified and/or initiated required changes to the
project plan, OR
o identified recommended changes to the project plan,
OR
o implemented updates/ corrections to the Project plan,
OR
o progress and performance of the project and/or
forecast
Other [Supplier: Please list any other required constraints or Customer
Responsibilities]
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
8 SE RVI CE DE LI VE RY
Section 8 (Service Delivery) represents and within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order, Schedule
3 (Service Delivery) to Attachment H.4.
8.2 Locations
Section 8.2 (Locations) represents and replaces within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order,
Attachment 3.2 (Locations) to Attachment H4.
Supplier shall deliver the Project from
(1) Approved Locations listed in Attachment 3.2 (Locations) to SDC x
(2) Additional Sites: [Supplier: Enter information - New locations will require prior
approval.]
[Supplier: Please check link in comment and list here (by full legal name)
the applicable Approved Subcontractors (including Capgemini Affiliates) for
this Project from among those listed in Attachment 3.3 (Approved
Subcontractors) to the relevant SDC]
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
9 PE RFO R MA N CE
Section 9 (Performance) represents and replaces within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order, Schedule
4 (Performance) to Attachment H4.
9.3 Reports
Section 9.3 (Reports) represents and replaces within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order,
Attachment 4.3 (Reports) to Attachment H.4.
The Reports
(1) applicable to Projects as set out in Attachment 4.3 (Reports) to SDC x ;
(2) [Supplier: Enter additional Reports as applicable].
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
10 PRI CI N G
10.1 General
Section 10 (Pricing) represents and replaces within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order,
Schedule 5 (Pricing) to Attachment H.4.
Parties agree that Supplier will support Customer’s catalogue and unit price based invoice
process. Details regarding the presentation of Supplier’s invoice shall be documented in the
Service Management and Governance Manual per SDC as required. For the avoidance of
doubt: Parties acknowledge that Charges for this Project shall apply as defined in Section 10.2
of this Project Offer, irrespective of their detailed representation on the corresponding
purchase order or invoices.
10.2 Charges
Section 10.2 (Charges) represents and replaces within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order,
Attachment 5.1 (Charges) to Attachment H.4.
Number of Months
Number of Months
Monthly Fees
Total Fees
10.2.2 Time & Material Projects: [Use applicable rates as agreed in Attachment 5.1 (Charges) to the
respective SDC]
Rate 1
Rate 2
Rate 3
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
Rate 1
Rate 2
Rate 3
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
Restricted
H.4B_[Number]_Title_15.08.2021 RESTRICTED
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Master Service Agreement as may have been amended by an
Attachment H.4B applicable Country Participation Agreement
Form of Project Offer for Small and Medium-Sized Projects Managed IT Services
SIGNATORIES
[Only where required by local Laws, or by policies of the Customer or Supplier entities that are entering
into the specific Project Contract]
Signed for and on behalf of Customer by: Signed for and on behalf of Customer by:
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Signed for and on behalf of Supplier by: Signed for and on behalf of Supplier by:
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
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