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SAP Technical Upgrade Services Proposal

MSN Laboratories Ltd.

Submitted By:

YASH Technologies Pvt Ltd


USA I United Kingdom I Europe Middle East I Asia

December 17, 2012


Important Notice: This document and any attachments submitted with it are confidential and intended solely for the use of the individual or entity to which it is addressed. If you are not the intended recipient, you are hereby notified that any use, dissemination, forwarding, printing, copying or other use of this document, any attached documents, and the information these documents contain, is strictly prohibited. If you have received this by mistake, please advise the sender immediately and destroy / invalidate the document.

Proposal for SAP Technical Upgrade Services

Change History Ver. 1.0 2.0 3.0 Section Entire Document Entire Document Entire Document Date 7-Sept-12 1-Oct-12 4-Oct-12 Change Information Proposal creation Commercials, Terms & Conditions, Project Schedule, Project Scope Commercials, Terms & Conditions, Project Schedule

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TABLE OF CONTENTS
1 EXECUTIVE SUMMARY ................................................................................................................................................ 4 1.1 2 3 YASH FACT SHEET ...................................................................................................................................................... 4

YASH UNDERSTANDING OF MSN ................................................................................................................................ 6 PROJECT SCOPE .......................................................................................................................................................... 7 3.1 3.2 3.3 3.4 SAP LICENSES AND HARDWARE.................................................................................................................................... 7 GEOGRAPHICAL AND ORGANIZATION SCOPE ................................................................................................................... 7 SAP UPGRADE SCOPE .................................................................................................................................................. 7 UPGRADE ACTIVITIES / PROJECT PLAN .......................................................................................................................... 8 SAP VERSION UPGRADE APPROACH ............................................................................................................................ 11 Project Preparation ............................................................................................................................................ 11 Solution Manager Setup .................................................................................................................................... 12 SAP Version upgrade .......................................................................................................................................... 12 GO-LIVE SUPPORT ..................................................................................................................................................... 13 OUT OF SCOPE ........................................................................................................................................................... 13 ASSUMPTIONS ........................................................................................................................................................... 14 KEY ASSUMPTIONS .................................................................................................................................................... 14 PROJECT SCHEDULE ................................................................................................................................................... 15 PROJECT STAFFING .................................................................................................................................................... 15 CHARGES OF SERVICES TO BE PROVIDED ....................................................................................................................... 16 BILLING & PAYMENT TERMS ...................................................................................................................................... 16 GENERAL TERMS AND CONDITIONS ............................................................................................................................. 16

YASH SOLUTION & APPROACH ................................................................................................................................. 11 4.1 4.1.1 4.1.2 4.1.3 4.2 4.3 4.4 4.5

PROJECT SCHEDULING AND PROJECT STAFFING ....................................................................................................... 15 5.1 5.2

COMMERCIALS, TERMS AND CONDITIONS ............................................................................................................... 16 6.1 6.2 6.3

7 8 9

ANNEXURE 1 OTHER TERMS AND CONDITIONS ..................................................................................................... 18 ANNEXURE 2 YASH OVERVIEW .............................................................................................................................. 22 ANNEXURE 3 OTHER DETAILS ................................................................................................................................ 27 9.1 9.2 9.3 PROJECT CONTACTS ................................................................................................................................................... 27 ABBREVIATIONS, ACRONYMS, DEFINITIONS .................................................................................................................. 27 REFERENCES ............................................................................................................................................................. 27

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1 EXECUTIVE SUMMARY
MSN Laboratories Ltd. (MSN) is one of the fastest growing manufacturers of Active Pharmaceutical Ingredients (APIs) and finished dosages in India. MSN was established in 2003. MSN plants are ISO 9001-2000 certified, WHO: GMP, EU: GMP and USFDA approved.

YASH is honored to be given this opportunity by MSN to respond to its requirement for SAP Technical Upgrade Services. This document will serve as a roadmap of YASH approach towards making the upgrade a success.

As a part of this engagement with MSN, YASH proposes SAP technical upgrade for MSN, with the following: Database upgrade from DB2 8.0 to 9.7 Upgrade from SAP ECC 5.0 to SAP ECC 6.0 (EHP5) Solution manager implementation along with service desk

The proposed Project execution time is 14 weeks including post go-live support of 1 week. The price for the SAP Technical Upgrade Services will be Rs. 6,15,000/- (Rupees Six Lakh and Fifteen Thousand Only)

YASH is well positioned to take up this assignment at MSN by virtue of having executed several such assignments. YASH is looking forward to a long-term Win-Win relationship with MSN.

1.1 YASH Fact Sheet


Established in 1996 Turnover of US $110 Million Provides Value-added end-to-end IT Solutions SAP Gold Partner in India & USA and SAP Education partner in India Offices: HQ - Moline, IL, USA and Indore, India Development Centers Indore, Hyderabad, Bangalore, Mumbai, and Pune. SAP e-Learning centers in India Tirupati, Guntur, Warangal, Hyderabad and Indore Financial Growth: YASH is a privately held and financially independent company. As a debt-free organization, YASH has experienced an average annual revenue growth in the last five years at 45%. Revenue Mix US 77% India 18% Europe and Asia 5%

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Employees: 2100 Globally US: 450 employees India: 1400 employees Europe: 100 employees AsiaPac: 150 employees

Industry Segments: Automotive, Chemical, Consumer Goods, Education, Financial Services, High Tech Software and Manufacturing, Hospitality, Life Sciences, Manufacturing, Oil & Gas Pharmaceutical, Retail, and Wholesale Distribution

Customers 25 + active Fortune 500 customers 145 + active medium to large enterprise customers 40 + active small to medium enterprises through our SAP Business All-In-One focus

Strategic Alliances: SAP, Business Objects, Microsoft, Oracle, Cognos, Actuate, Interwoven, Documentum, Vignette, Sun, IBM, Computer Associates, Mercury and Informatica

Please refer Annexure 3 for YASH Overview

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2 YASH UNDERSTANDING OF MSN


Legal Entity in scope: MSN Laboratories Ltd.

The current SAP environment at MSN: ECC 5.0 went live in 2006 with MM, SD, FICO, HCM modules Database Size: 70 GB Operating system used: IBM AIX 5.3 64 bit SAP Production Server is running on IBM P Series 52A Server Server Spec: RAM 8GB 2-Way 1.65GHz POWER5+ Processor HDD: 146.8GB X 4, 73GB X 2

SAP Dev & Quality are on the same Server on IBM P Series 51A Server Server Spec: RAM 4GB 1-Way 1.9 GHz POWER5+ Processor HDD: 146.8GB X 4

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3 PROJECT SCOPE
3.1 SAP Licenses and Hardware
Supply of Hardware and SAP Licenses is not covered under the scope of this document. It is the responsibility of MSN to have the necessary hardware and leased line network connectivity in place and operational before commencement of the project.

3.2 Geographical and Organization Scope


The scope of this proposal is restricted to SAP Modules/Sub-modules detailed below. The following legal entities and locations are in scope for this project: Legal Entity MSN Laboratories Ltd. Location Hyderabad

The project will be executed from MSN Labs, Hyderabad and YASH Development center, Hyderabad.

3.3 SAP Upgrade Scope


The scope has been arrived at based on the information provided by MSN. The objective of the Technical Upgrade is to migrate the SAP environments as stated below: Solution Manager Installation & Service desk configuration Migration of PRD from Single system to High Availability. SAP Version Upgrade (Technical Upgrade): o CUUC Combined Upgrade & Unicode Conversion from SAP ECC 5.0 to SAP ECC 6.0 (EHP5) The scope of work for the upgrade has been considered for the complete SAP landscape i.e. Development, Quality system and Production system. SAP ECC 5.0 upgraded to SAP ECC 6.0 (EHP5) along with Unicode conversion Homogenous system copy for OS upgrade High Availability setup for PRD Database upgrade from DB2 8.0 to 9.7

The objective of the upgrade is to successfully upgrade the SAP environment with the following focus: Use Native SAP in place of enhancements or modifications wherever possible. Minimize Downtime Streamline SAP Application Security Strategy

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System Performance Improvement.

One day onsite functional training for each module (MM, SD, FICO and HCM)

3.4 Upgrade Activities / Project Plan


The detailed level of activities for each of the systems has been shared below: SolMan Installation & Sandbox System Upgrade Planning 1 2 3 Checking Hardware and Software Requirements for the SANBOX SAP installation setup Download required software for Setup Prerequisites of SAP Setup similar to PRD system

SolMan system Implementation 1 2 3 4 5 6 Pre - requisites check for SOLMAN system installation Download required software from Market place Installation of solution manager system Post Installation activities (Client Copy and Support Packs) MOPZ Configuration for the landscape Service Desk Implementation (would be executed post EHP upgrade)

SANDBOX (NEW QUALITY) system preparation 1 2 3 Checking the pre-requisites for the SAP setup SAP export on PRD for homogenous system copy to Sandbox Use the exports of PRD system install sandbox system

EHP 5 upgrade & Database Upgrade 1 2 3 4 5 6 7 8 9 10 11 12 Take the backup of existing system ( Sandbox) Stop the services SAP application servers and database Check the pre-requisites for the upgrade of database Start the upgrade from DB2 8.0 to DB2 9.7 Post - Upgrade activities for the database (DB Parameters checking and Tuning) Check the database tolls and update checking the pre-requisites for the EHP upgrade Upgrade the sap executables Backing Up Database Take full offline backup of database Start EHP5 upgrade from ready state Post upgrade activities (Note Application and Dumps Fixes)

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13 14

SAP Kernel upgrade System copy for OS upgrade from 5.3 to 7.1

ECC DEV System Upgrade Planning 1 2 Checking Hardware and Software Requirements Prerequisites Check (w.r.t OS, DB, SAP, Hardware)

DB Upgrade 1 2 3 4 5 6 Take the backup of existing system Stop the services SAP application servers and database Check the pre-requisites for the upgrade of database Start the upgrade from DB2 8.0 to DB2 9.7 Post - Upgrade activities for the database (as listed for SANDBOX) Check the database tools and update (as listed for SANDBOX DB Upgrade)

EHP 5 upgrade & Database Upgrade 1 2 3 4 5 6 7 checking the pre-requisites for the EHP upgrade Upgrade the sap executables Take full offline backup of database Start EHP5 upgrade from ready state Post upgrade activities SAP Kernel upgrade Homogenous system copy for OS upgrade

ECC PRD System Upgrade Planning 1 2 Checking Hardware and Software Requirements Prerequisites Check ( as listed for SANDBOX DB Upgrade)

DB Upgrade from 8.0 to 9.7 1 2 3 4 5 Check the pre-requisites for the upgrade of database Start the upgrade from DB2 8.0 to DB2 9.7 Post - Upgrade activities for the database Check the database tolls and update Offline backup

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OS Upgrade 1 2 3 4 5 6 Download Required dumps from Service Market Place (OS Specific Dumps) System copy of SAP application on old system Checking the pre-requisites for the System restore on NEW system System restore into new system Post- System copy activities Upgrading SAP Executables

EHP 5 upgrade & Database Upgrade 1 2 3 4 5 6 7 8 9 10 11 Take the backup of existing system (PRD) Stop the services SAP application servers and database checking the pre-requisites for the EHP upgrade Upgrade the sap executables Take full offline backup of database Start EHP5 upgrade from ready state Post upgrade activities SAP Kernel upgrade Testing system with Function team Moving the system into high availability Go-Live Support

Note: Additional space or mount points are required for DB2 upgrade. The efforts are based on assumption of a H/W upgrade 14hours + 4 hours + 4 hours downtime required for Production system, these would only be confirmed after sandbox upgrade. File system and DB backup to be taken by the client as and when necessary A valid SAP support is required during the upgrade project( SAP router should be in working state) All OS, storage & H/W related support be provided by the client Dumps to be provided by the client, however guidance would be provided to download the dumps PRD ,Sandbox & Development systems considered to be in scope, Sandbox would be finally mapped as QAS Efforts will increase for additional application server installations A minimum of 40 % free space is required on data mount points/ Storage drives

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Fixing of Functional bugs identified during the testing of SANDBOX will be considered in scope.

4 YASH SOLUTION & APPROACH


This section outlines YASHs approach for MSNs technical upgrade. YASHs approach is primarily driven by the need for the timely delivery of an upgraded system to ensure MSN obtains a controlled cost effective upgrade in a timely manner. Our proven methodology offers an effective upgrade with low risk and low cost of ownership. YASH recommends an onsite model of engagement. YASH model is designed to cut the time and cost associated with technical changes to the SAP system brought about by a version upgrade.

The upgrade will be executed in a phased manner with the following high-level phases: Project Preparation Solution Manager System Setup SAP Technical upgrade o o o Database upgrade from DB2 8.0 to 9.7 SAP ECC 5.0 upgraded to SAP ECC 6.0 (EHP5) along with Unicode conversion Homogenous system copy for OS upgrade.

Go-Live Support Solution manager service desk implementation

4.1 SAP Version Upgrade Approach


This section is based on the standard SAP Upgrade methodology / Best Practices that YASH adheres to and recommends to its customers. This approach is being provided to showcase YASHs expertise in executing upgrades.

4.1.1 Project Preparation


The activities involved in this phase are as follows: Determine Upgrade Project Organization. Structure, Roles, People.

Project Plan Preparation SAP R/3 Define Project Procedures.

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Documentation (DB Upgrade, SAP Upgrade and SAP activity involved in OS Upgrade), Monitoring, Issue resolution procedures. Escalation Matrix. Technical Requirements Planning. Hardware, Software, Tools.

Code Freeze Strategy.

Code Freeze Strategy The code freeze period will usually start after the development system has been established. From that point in time, double maintenance of coding and other system configuration changes is necessary. Most customers, however, will use a three-tier system landscape with an additional sandbox as the "playground" for the upgrade project. During the course of the upgrade project, emergency situations may occur that require changing the production system. An example would be the loss of a critical business function that requires a repair (e.g. an advanced correction with help of a SAP note) to the production system. These situations must be handled on an individual basis and corrections should always be made using the R/3 Change Management tools.

4.1.2 Solution Manager Setup


Setup New Solution Manager instance of 7.1 EhP1 SPS 5, which is mandatory for EHP Upgrade. Additional component of MoPZ, will be configured in this Phase. Note: Service Desk Implementation SAP router is not considered as a part of scope. It is assumed that every operating landscape already have a router configured with a valid certificate.

4.1.3 SAP Version upgrade


The prerequisite for this phase is to freeze the coding in the SAP environment at MSN. High level BASIS Activities during Upgrade: Tasks to be performed are Run PREPARE Data Maintenance Database check

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Run SAP to perform upgrade

High level ABAP Activities: The ABAP activities to be performed in this phase comprise of code remediation of the following: SPDD / SPAU Upgrade related ABAP errors Replacement of obsolete function modules Replacement of obsolete transactions Corrections to Smartforms / Scripts Corrections to User exits of new transactions

4.2 Go-Live Support


The purpose of this phase is to transition from a project-oriented, pre-productive environment to a successful and live productive operation. A support organization should be in place to service the new SAP R/3 user community to help manage the change during the transition and to provide long term, on-going support. During this phase, various system transactions are closely monitored and reviewed and overall system performance is optimized. Finally, the actual project is closed out.

4.3 Out of scope


All Functionality/Processes should be considered out of scope except the Functionality/Processes mentioned in section 3 & 4 of this proposal. (Have to expand and specified) Operating System and Hardware o o o o Operating System Installation. Disk Layout Networking Backups (Operating system back up)

Hardware Sizing Front-End Upgrade or Installation. Functional Testing will be performed by MSN Business Process Owners.

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Network connectivity and hardware availability will be the responsibility of MSN. Any delay in the hardware availability / network connectivity will affect the timelines and costs mentioned in this SOW.

No new functionality will be added during the upgrade project (Technical As-Is Upgrade)

4.4 Assumptions
MSN will deploy internal functional team for user acceptance testing and sign off on all business processes before Technical Go-live. Existing hardware would be obsolete, given that the EHP Hardware and future growth requirements. YASH suggests MSN for hardware upgrade. Hardware sizing is out of scope and will require additional efforts if YASH has to propose the same for MSN. MSN will provide connectivity to YASH team to access the servers, SAP systems and any other software that may be required for the upgrade. Before starting upgrade of Development system code freeze on development and customizations will come into effect. New GUI rollout to the end users: The GUI upgrade and the installation of the GUI on the desktops will be the responsibility of MSN. Timelines are valid only for the scope mentioned in the proposal. Any change to the scope will lead to change in the timelines and hence the estimate. License to any specific software required for the Upgrade (YASH Team) will be provided by MSN. Additional 100% of hard disk space will be provided on the new servers. Additional 50% RAM will be provided for NEW ECC6.0 Instance Additional 30% of processing capability will be provided on the new servers .

4.5 Key Assumptions


SAP is installed and integrated properly. Existing / relevant documentation on business requirements and the existing and evolving IT infrastructure will be made available to YASH consultants. MSN employees participating in the project activities shall have the requisite knowledge of organizational systems and operations that may be required for this project. MSN will provide system and network administration functions for the project and the network shall allow for sufficient band width during the project

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5 PROJECT SCHEDULING AND PROJECT STAFFING


5.1 Project Schedule
YASH proposes the following schedule for SAP Technical Upgrade at MSN:

Phases 1 Project Plan Preperation SolM an System Installation Sandbox (New QUALITY) system and Upgrade DEV System Upgrade PRD System Upgrade Go-Live Support SolM an Service Desk 2 3 4 5 6

Weeks 7 8

10

11

12

13

14

5.2 Project Staffing


The Project Staffing at peak level for the project is indicated below: Resources SENIOR BASIS RESOURCE BASIS RESOURCE ABAP RESOURCE Number 1 1 1

Note: YASH Senior BASIS resource will also work as Project Manager for this engagement.

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6 COMMERCIALS, TERMS AND CONDITIONS


6.1 Charges of services to be provided
The price for the SAP Technical Upgrade Services in scope will be Rs 6,15,000/- (Rupees Six Lakh and Fifteen Thousand Only)

These prices are exclusive of all taxes (service tax and any other tax) and statutory levies. In case, additional functionalities / requirements or modification/customization requested by MSN which is out of scope, YASH would estimate the additional effort and cost. Any additional scope will be charged at @ 7,500/- (Rs. Seven Thousand Five Hundred only) per Man-day basis.

Logistics: The project will be executed from MSN office and YASH Development Center, Hyderabad. Costs incurred due to travel of YASH Consultants for project related work to any location outside Hyderabad shall be borne by MSN at actual. These costs shall include: o o o o Travel from Hyderabad and back Accommodation Local Travel from accommodation & back Per Diem of Rs.500 per consultant day for India

6.2 Billing & Payment Terms


Payment to YASH shall be done in the following phases: o o 50% of Order Amount in advance 50% of Order Amount after completion (closure) of the project

All payments, related to fees or expenses, shall be made to YASH within 7 days of raising the invoice or debit note, except those portions of any invoice which MSN disputes in good faith. In the likely event of undue delay in payment, YASH would be entitled to charge interest @24% per annum pro-rata till the date of the payment. Service tax on invoice value would be levied as per the prevailing notifications of the Government of India.

6.3 General Terms and Conditions


A summary of standard YASH terms and conditions is as follows. MSN and YASH shall sign a detailed Service Agreement before commencement of the contract period, which shall govern the commercial relationship.

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Lead Time From the date of receipt of a commercially clear purchase order from MSN, YASH will require a lead time of 4 weeks to put together a team for the project. Validity of the Proposal This proposal is valid for 1 month from date of submission. Any changes to scope, terms, and conditions which MSN may include need to be renegotiated.

Penalties YASH will not be responsible for any penalties incurred by MSN and YASH will not be liable to any penalties.

Working hours Working days means 6 days a week from Monday Saturday (both days inclusive). Each day comprises of 8 hours of work. Any additional work exceeding 4 hours will be calculated as an additional working day and will be charged on the man-day basis as per the commercials in the section 6.1. MSN holiday calendar will be followed. Government Holidays as advised by the Government of India, State of Andhra Pradesh from time to time will not be considered as working day though they may fall between Monday and Saturday (both days inclusive).

Taxes and Duties The rates provided herein are exclusive of all taxes. MSN shall be liable and will pay for all charges including all tax liabilities like sales tax or Value added taxes. However all employee related taxes and corporate taxes will be paid by YASH. If MSN claims exemption from any taxes resulting from this Agreement, then MSN will provide YASH with the relevant documentation to avail of such exemption including required certificate, if any, from the appropriate authority.

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7 ANNEXURE 1 OTHER TERMS AND CONDITIONS


Confidentiality YASH shall establish and maintain reasonable safeguards against the destruction, loss or alteration of all of MSN information entered into any software or equipment by or on behalf of MSN, and information derived from such information, including as stored or processed through the software or equipment (Data) utilized by YASH in the performance of its services under this contract. YASH safeguards shall be no less rigorous than those maintained by MSN as of the Effective Date of this contract and shall be no less rigorous than those maintained by YASH for its own information of a similar nature.

YASH agrees that all knowledge and information not already considered within the public domain which YASH may acquire from MSN or its employees or any other contractor of MSN or by virtue of the performance of services hereunder, shall for all time and for all purposes be regarded by YASH as strictly confidential and held by YASH in confidence, and solely for MSN benefit and use, and shall not be directly or indirectly disclosed by YASH to any person or entity whatsoever excepting with MSN written permission. YASH shall hold confidential and not disclose to others, information not already considered within the public domain provided by YASH to MSN in its reports or work done, together with any activities or documents under this contract. The obligation under this subsection shall survive any termination of this contract.

Disclaimer The information contained in this document represents the views and opinions of YASH on the issues discussed as of the date of publication. Because of the dynamic nature of the Internet Industry and the technology that is behind it, YASH can make no warranty as to the long-term accuracy of the assessment. This document is for vendor evaluation purposes only. These materials are confidential and proprietary to YASH and no part of these materials should be reproduced, published in any form by any means, electronic or mechanical including photocopy or any information storage or retrieval system, nor should the material be disclosed to third parties without the express written authorization of YASH. Product and company names mentioned herein should be considered the trademarks of their respective owners with the appropriate rights observed.

Limitation of Liability Notwithstanding anything to the contrary elsewhere contained in this or any other contract between the parties, neither party shall, in any event, be liable for any indirect or speculative or consequential or penal damages, including, but not limited to, any loss of use, loss of data, business interruptions, and loss of income or profits, irrespective of whether it had an advance notice of the possibility of any such damages. Neither party shall also

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be liable for any third party claims, other than as explicitly provided elsewhere in this agreement. Notwithstanding anything to the contrary elsewhere contained, the total liability of either party under this agreement, shall not, in any circumstances, exceed the total value of the contract.

Term and Termination (a) The contract can be terminated if the other party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors rights or otherwise ceases to conduct business in the normal course; provided that this right to termination shall not apply if the other party is ordered to be wound up by the court for the purpose of a confide reconstruction or amalgamation. (b) The contract can be terminated by either party with a written notice of 30 days to the other party. However, in case of delay in payment, such notice can be issued within 10 calendar days of the date when payment is due.

In the event of termination of contract, YASH will raise invoice due for any services, expenses, interest or any other sum as reasonably chargeable up to the effective date of the termination, including work in progress, and including the applicable notice period irrespective of whether MSN requires YASHs services during the notice period. The time will be charged at a rate of INR 7,500/- per man-day. YASH will have a full right to claim these costs and expenses irrespective of the reasons of termination and irrespective of the end use of the work done.

Information and Access MSN will supply YASH with the following free of charge information, documentation, and data, in a timely manner, required by YASH to complete its obligations for the execution of this project. Suitable workspace, IT resources, & communication resources, suitable qualified personnel to attend progress meetings and carry out the Acceptance Tests. MSN will indemnify YASH against extra costs incurred by YASH due to: discrepancies, errors, or omissions in information, documentation, and data supplied by the YASH delays to the provision of the Software or Services caused by MSN failure to supply information, documentation, data and the Equipment MSN unreasonably preventing or impeding YASH access to the location

Escalation Procedure Should there be a dispute between MSN and YASH concerning any matter arising from or in connection with this Project, both the parties will use their reasonable endeavors to settle the matter in accordance with the dispute resolution procedure set out below. Any such dispute, which has not been settled between the Project Managers

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from both the end within 5 days of the matter being raised by one to the attention of the other, may be escalated by either party to the Steering Committee by notice in writing.

Force Majeure YASH does not undertake any and all responsibility towards non- performance of its obligations and commitments as set out and agreed in this Proposal due to sickness, accident, death of its personnel, any other causes which are beyond the purview of YASH which is inclusive but not restricted to any existing enactment(s) or future enactment(s) as may be passed by respective Governments. YASH is not responsible for any loss due to: Weather conditions, earthquake, explosion, fire or any and all Acts of God. Any act or default of MSN or any failure of MSN to do or obtain and maintain in force Anything that is required to do or obtain and maintain under this Proposal. Any strike, lockout, or other labor relations problem. War, insurrection, or civil disturbance. Any prohibition or restriction on export or transfer of any items to be supplied under this agreement which is imposed by any governmental or administrative authority (or any delay in provision of any confirmations, consents or permissions in relation thereto).

Non-Disclosure The contents of the proposal and all the project outputs should not be disclosed to any party unless YASH and MSN mutually agree in writing to the same. MSN will not use the contents of his proposal to bid for any other service provider. YASH shall keep all information or data received by YASH during the performance of its duties under this agreement confidential and shall not use trade or pass this information to any third party. YASH shall not make any copy, whether in paper or electronic form of such information or data.

Non-Hire MSN acknowledges that personnel to be provided by YASH represent a significant investment in Recruitment and training, the loss of which would be detrimental to YASHs business In consideration of the foregoing, MSN agrees that for the term of this Agreement and for a period of one year thereafter, MSN will not directly or indirectly, recruit, hire, employ, engage, or discuss employment with any YASH employee, or induce any such individual to leave the employment of YASH. For purposes of this clause, a YASH employee means any employee or person who has who has been involved in providing services under this Agreement.

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Arbitration YASH is agreeable to settle any controversies of claim arising out of or in connection with this Proposal and related Contract thereof, under the Arbitration Rules of the International Chamber of Commerce as at present in force. The location of arbitration shall be Hyderabad, India and both the parties shall be bound by the arbitration award rendered as a result of such arbitration as the final adjudication of such controversy or claim

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8 ANNEXURE 2 YASH OVERVIEW


YASH Technologies Inc. was started in the year 1996 with primary objective of meeting the need for IT professional services at Deere & Co. From 1996 onwards started growing steadily in various technology areas and established as a best cost supplier of IT resources at Deere. Leveraging the knowledge and expertise acquired at Deere & Co., YASH decided to gradually move up the Value chain and become the hub for IT enabled outsourcing in engineering, research and development, etc. Thus to increase its competitiveness globally YASH concentrated on setting up a world-class organization with focus in various areas of technology.

Strength Various companies and organizations that make up the market for IT professional services are constantly faced with increasingly more urgent and complex challenges. These challenges inevitably increase the demand for IT services solutions that can help companies address challenges to gain competitive advantage or operational improvement. Right strategies, strong leadership, and skilled resources in the competitive and changing market dynamics has lead YASH to consistent growth and with best HR policies in place. YASH has achieved a high employee retention rate.

Infrastructure Development Center at Moline IL Development Center at San Antonio, Texas YASH Technologies, SAP Software Sales division at Woburn, MA Program Management offices in New Jersey, Illinois (Schaumburg), California and Atlanta YASH Europe YASH Asia Pacific Offshore development centers

Offshore Globally India has carved a distinct niche for itself as a favorable destination for IT so YASH felt the need to grow its offering by opening its facility in Indore to offer offshore services. YASH has started ERP Knowledge center in India, which is staffed by one of the best resources available in the industry. Objective of this team is to ensure high Return on Investment for their clients.

Practice Areas ERP Solutions Enterprise E-Business Solutions

YASH Technologies Pvt. Ltd

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Quality Assurance Solutions Database Management Solutions Main Frame Solutions Customer Relation Management Solutions Enterprise Application Integration Solutions

Partnerships

Global Clientele

Partial list of Clients in India:

Client

Industry

Solution Provided

John Deere

Shakti Limited

Met-Dor

Upgrade, Support, Testing, Agriculture Equipment Rollout, SAP HR ESS Manufacturer Implementation SAP ECC6.0 Implementation & Steel SAP Application Maintenance & Support

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Client Aarti Limited Industries

Industry

Solution Provided

Chemical

SAP ECC6.0 Implementation

Anushakti Chemical & Drugs Ltd Vascular Limited Reliable Pvt. Ltd Vedanta (Sterlite) Bosch System Limited Concepts

Chemical

SAP ECC6.0 Implementation SAP ECC6.0 Implementation & SAP Application Maintenance & Support SAP Upgrade & SAP Application Maintenance & Support HCM Implementation and SRM support SAP Application Support, Accounts Payable Automation SAP HCM & Implementation Steel, SAP RE-FX

Surgical Inplants

Autotech Group Chassis India

Automotive Components Metal and Mining

Auto Ancillary

Grauer & Weil (India) Limited Abhijeet Industries SAP Consulting India

Metals Power, Mining, Ferro Alloys IT

ESS/MSS Implementation SAP India Consulting Project: Kimco & Kirbi, Wipro, DRL & Raymond MySAP business suit Training assignments MySAP product development & testing SAP ECC 6.0 implementation (Technical Development) SAP Application Maintenance & Support

SAP India Education SAP Labs, India CEAT Limited, India HIRCO

IT IT Tyre Manufacturing Real Estate

EPP Composite Pvt Ltd Jyoti CNC Automation Pvt. Ltd

Manufacturer of chemical processing equipment, SAP Software pipe & fittings and anti corrosive linings CNC Manufacturer Machine SAP Software

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Client Torrent Pharmaceutical Ltd. Parenteral Drug Private Limited Aditya Birla Group

Industry Pharmaceutical Pharmaceutical Cement Manufacturing

Solution Provided Brazil Rollout Training Consulting &

SAP system migration from old server to new server Technical Development (BAPI) SAP Application Maintenance & Support and SAP HCM Enhancements REACH Pre-Registration BOBJ Support SAP Licenses & Reimplementation and Application Maintenance & Support SAP Licenses

SBI Life Insurance Asian Paints Ltd Adani Group

Insurance Chemical Energy/Infrastructure/ Logistics

Fabtech Projects

Manufacturing

Go Air

Airlines & Aviation Manufacturing/ Engineering Packaging

Radhe Renewables

SAP Licenses SAP implementation services (GUI enabling) BI/BOBJ implementation SAP Application Maintenance & Support SAP Application Maintenance & Support SAP Application Maintenance & Support SAP User Training

Essel Propack Overseas Infrastructure Alliance Japfa Comfeed

Construction

Agri-food

Sanghvi Forgings

Manufacturing

AIA Engineering Ltd. Tata AutoComp Systems Ltd. (TACO)

Manufacturing Manufacturing/ Automotive

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Client Hyderabad Industries Ltd Steelsmith Continental Manufacturing Ess Dee Aluminium Global Energy Pvt. Ltd. Aquapharm Chemicals Emitec Emission

Industry Manufacturing/ Construction Material

Solution Provided SAP BI Implementation & SAP Application Maintenance & Support SAP Licenses & ERP Implementation & SAP Application Maintenance & Support

Manufacturing

Pharmaceutical Packaging SAP ERP Implementation Products Manufacturer Power Manufacturing/ Chemical Manufacturing SAP ERP Implementation SAP Licenses & ERP Implementation SAP Application Maintenance & Support SAP MM enhancements/ development & SAP Application Maintenance & Support SAP ERP Implementation and SAP licenses & SAP Application Maintenance & Support SAP Implementation SAP Licenses Implementation SAP Licenses Implementation SAP Licenses Implementation & & & ERP ERP ERP

My Home Industries Great White Electricals / Anchor Enterprises Innova Rubbers Pvt. Ltd. Masscorp Ltd Sequel Logistics Pvt Ltd TTP Technologies

Cement Manufacturing

Manufacturing

Manufacturer Steel Logistics Manufacturing

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9 ANNEXURE 3 OTHER DETAILS


9.1 Project Contacts
The following personnel will be key contacts for this project: YASH Technologies Pvt. Ltd. Contact person Designation Mr. Gaurav Nabar Manager Solution Consulting Group Unit No.701-A Raheja Plaza-1 Address Lal Bahadur Shastri Marg, Ghatkopar (West), Mumbai-400 086 Phone Cell No Email-ID Web site +91-22-40481818 / 25009544 / 22 +91-9820915943 gaurav.nabar@yash.com 040 40403456 +91-9177711443 vijay.suryavanshi@yash.com 6 Floor, My Home Hub, Hyderabad 500018, Andhra Pradesh
th

MSN Laboratories Ltd. Mr. AnandKrishna Senior Manager IT

Mr. Vijay Suryavanshi Business Development Manager

MSN House, C-24, Industrial Estate, Sanathnagar, Hyderabad 500018

040 30438600 +91-9666679864 anandkrishna@msnlabs.com www.msnlabs.com

www.yash.com

9.2 Abbreviations, Acronyms, Definitions


Acronyms / Terms YASH MSN Description YASH Technologies Pvt. Ltd. MSN Laboratories Ltd.

9.3 References
Sr. No 1 Input Meeting between Mr. Anand Krishna, Mr. Kiran of MSN and Mr. Vijay of YASH on 5 Sept, 2012 2 Meeting between Mr. Anand Krishna, Mr. Kiran of MSN and Mr. Vijay of YASH on 28 Sept, 2012 3 Meeting between Mr. Bharat Reddy, Mr. Kiran, Mr. AnandKrishna of MSN Labs and Mr. Prakash Kolli, Ms Swapna Bekkem, Mr. Vijay
th th

Source

Receipt Date

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Sr. No

Input Suryavanshi of YASH on 1 Nov 2012.


st

Source

Receipt Date

Meeting between Mr. Anand, Mr. Kiran of MSN Labs and Mr. Prakash, Mr. Vijay of YASH Technologies on 7 Nov 2012.
th

Meeting between Mr. Anand, Mr. Kiran of MSN Labs and Mr. Vijay of YASH Technologies on 6 Dec 2012.
th

YASH Technologies Pvt. Ltd

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