H.4B - OTT No - Project Offer Title - 20210712

Attachment H.
4B
Form of Project Offer for Small and Medium-
Sized Projects
Master Service Agreement as may have been amended by an

applicable Country Participation Agreement
Managed IT Services
ID: 01-H4B
First Party: Bayer
Second Party: Capgemini
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
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
Date Revision Author Status Comment
04.05.2021 1.0 Capgemini Final CAP 1733 - Introduction of

Attachment H4.B Form of Project
Offer for Small and Medium-Sized
Projects
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H.4B_[Number]_Title_15.08.2021 RESTRICTED
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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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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
1 SUBJ ECT OF T HI S PROJECT O F FE R

The subject of this project offer for small and medium-sized projects [Number] [Title] (the
“Project Offer”) is Supplier’s offer to deliver Project Services and Deliverables defined in
Section 7 (Service Description and Deliverables) to Customer and/or any Service Recipients as
designated by Customer.
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.
3 PROJECT SE RVI CES

(1) Supplier shall deliver each of the Project Services and Deliverables identified in
Section 7 (Service Description and Deliverables) in accordance with the
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specifications and descriptions therein and in each case as required by the

Agreement.
(2) The Services and Deliverables described in Section 7 (Service Description and
Deliverables) shall be performed and delivered by Supplier to Customer
and/or or any Service Recipients as designated by Customer.
(3) Customer is only responsible to provide Customer Resources or assume
Customer responsibilities where specified
(i) in Schedule 1 (Service Catalog) to Service Delivery Contract(s) x by the
Service Variant(s) applicable to the service objects subject to this Project;
or
(ii) in Section 10.3 (Error: Reference source not found) or under the head
“Other” in each of the phases listed under Section 7.2.2 (where
applicable) of this Project Offer.
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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PART B PROJECT DESCRI PT I O N
7 SE RVI CE DESCRI PT IO N AN D DE LI VE RA BLES

Section 7 (Service Description and Deliverables) represents and replaces within the scope of
the Project Contract, concluded by this Project Offer and the issuance of a corresponding
purchase order, Schedule 1 (Service Description and Deliverables) to Attachment H.4.
7.1 Project Environment and Expected Outcome

[Customer: Provide a short overview of the Project environment and expected outcome. This
shall comprise the background to the project, scope, boundaries, and expected outcomes]
7.2 Project Plan

Section 7.2 (Project Plan) represents and replaces within the scope of the Project Contract,
concluded by this Project Offer and the issuance of a corresponding purchase order,
Attachment 1.1 (Project Plan) to Attachment H.4.
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.]
7.2.1 Plan of Deliverables for projects with a value up to € 50.000

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
Management Office (PMO)) specifying the correct sub-variants as well, or write “n/a” if no
specific Service Variant(s) is used]
Deliverable Due Date Acceptance Criteria
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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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
Objective Planning and preparation of the Project

Solution concept and design of the Project.
Scope Prepare infrastructure for project implementation if not provided by

Customer
Project planning with work packages, milestones and resources, if
required by Customer
Setup and staffing of project organization
Conduct project kickoff or participate in Customer project kickoff, if
necessary
Set-up of project reporting
Specify the detailed concept including functional and non-functional
specifications, implementation plan, test strategy and plan
Adjustment and further detailing of the project plan, if required
Work Detailed project plan

Products / Kickoff
Deliverables
Project reporting template
Documentation
Detailed design concept
Analysis document
X Workshops
Due Date
Acceptance Provision of detailed project plan

criteria Provision of project reporting template
Provision of documentation
Provision of detailed design concept documentation
X Workshops concluded
Provision of analysis document
Other [Supplier: Please list any other required constraints or Customer

Responsibilities]
b. Executing Phase:
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Category Services
Objective Implementation of the solution according to the plan / detailed design

concept
Scope Implement software development and enhancements

Conduct component tests and comprehensive testing including user
acceptance test, if relevant
Conduct orientation and training session, if relevant
Perform migration, upgrade, rollout
Handover to production
Hypercare support after go-live
Create or adapt documentation
Work New or adapted documentation

Products / Solution is available for defined Customer users
Deliverables
X workshops
UAT (User Acceptance Testing)
Due Date
Acceptance Provision of documentation for acceptance test

criteria Achieved specific milestones / sub-milestones (to be specified for project
needs)
Provision of documentation
X workshops concluded
Passed UAT

Responsibilities]
c. Closing Phase
Category Services
Objective Closure of project activities
Scope Handover of developed code, if not provided for move to production

Formal closure of project activities e.g. return of Customer material and
assets, removal of Customer software on Supplier systems and assets
Provide final report, if required
Documentation of optimization potential for follow up projects
Work Products / Final project report

Deliverables Closure report
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Category Services
Due Date
Acceptance Provision of final project report

criteria Provision of closure report

Responsibilities]
d. Monitoring and Controlling Phase:
Category Services
Objective [The Monitoring and Controlling Phase is executed in parallel to the

Planning and Executing Phases. It consists of those items required to track,
review, and orchestrate the progress and performance of the project,
identify any areas in which changes to the plan are required and initiate
the corresponding changes.]
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
Responsibilities]
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7.3 Project Risk Log

Section 7.3 (Project Risk Log) represents and replaces within the scope of the Project
Contract, concluded by this Project Offer and the issuance of a corresponding purchase order,
Attachment 1.3 (Project Risk Log) to Attachment H.4.
[Supplier: Enter information as applicable]
7.4 Project Resources

Section 7.4 (Project Resources) represents and replaces within the scope of the Project
Attachment 1.4 (Project Resources) to Attachment H.4.
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.
8.1 Project Organization

Section 8.1 (Project Organization) represents and replaces within the scope of the Project
Attachment 3.1 (Project Organization) to Attachment H.4.
8.2 Locations
Section 8.2 (Locations) represents and replaces within the scope of the Project Contract,
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.]
8.3 Approved Subcontractors

Section 8.3 (Approved Subcontractors) represents and replaces within the scope of the Project
Attachment 3.3 (Approved Subcontractors) to Attachment H4.
Supplier shall deliver the Project using
(1) Approved Subcontractors listed in Attachment 3.3 (Approved Subcontractors)
to SDC x:
[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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(2) Additional Subcontractors:
[Supplier: Enter information – Mark as N/A if none, new subcontractors will

require prior approval]
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.
9.1 Service Levels

Section 9.1 (Service Levels) represents and replaces within the scope of the Project Contract,
Attachment 4.1 (Service Levels) to Attachment H.4.
The Service Levels
(1) applicable to Projects as set out in Attachment 4.1 (Service Levels) to SDC x
shall apply;
(2) [Supplier: Enter additional Service Levels as applicable].
9.2 Critical Deliverables

Section 9.2 (Critical Deliverables) represents and replaces within the scope of the Project
Attachment 4.2 (Critical Deliverables) to Attachment H.4.
(1) [Supplier: Enter information]
9.3 Reports
Section 9.3 (Reports) represents and replaces within the scope of the Project Contract,
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].
9.4 Testing and Acceptance

Section 9.4 (Testing and Acceptance) represents and replaces within the scope of the Project
Attachment 4.4 (Testing and Acceptance) to Attachment H.4.
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10 PRI CI N G
10.1 General
Section 10 (Pricing) represents and replaces within the scope of the Project Contract,
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,
Attachment 5.1 (Charges) to Attachment H.4.
10.2.1 Charges for projects with a value up to 50 k€

(1) The charges will be invoiced monthly as per the below payment schedule. The
final invoice shall be raised upon completion of the final Deliverable of the
Project.
Number of Months
Monthly Fees [€]
Total Fees [€]
Invoicing Currency (if not €)

Choose an item.
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]
Unit Rate Type Unit Rate Estimated Quantity Estimated

(€/day) (Man-days) Price [€]
Rate 1
Rate 2
Rate 3
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Estimated Total Price
Invoicing Currency (if not €) Choose an item.
Unit Rate Type Unit Rate Estimated Estimated

(INV/day) Quantity (Man- Price
days) Choose an item.
Rate 1
Rate 2
Rate 3
Estimated Total Price
10.2.3 Charges for all other Projects

(1) Upon occurrence and, if applicable, Acceptance of each of the following
Milestones according to the acceptance criteria defined in Section 7.2,
Supplier shall be entitled to invoice to Customer the amount attributed to the
respective Milestone set forth in the below table.
Milestones Expected due date Amount in [€] Amount in

Choose an item.
Completion Milestone [1] xx.xxx,xx xx.xxx,xx
Completion Milestone […] xx.xxx,xx xx.xxx,xx
Total xxx.xxx,xx xxx.xxx,xx
10.3 Customer Assets, Software Licenses, and Responsibilities

Section 10.3 (Customer Assets, Software Licenses, and Responsibilities) represents and
replaces within the scope of the Project Contract, concluded by this Project Offer and the
issuance of a corresponding purchase order, Attachment 5.2 (Customer Assets, Software
Licenses, and Responsibilities) to Attachment H.4.
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11 DATA PRO CESSI NG DETA I LS

(1) This Section 11 (Data Processing Details) represents and replaces within the
scope of the Project Contract, concluded by this Project Offer and the issuance
of a corresponding purchase order, Schedule 7 (Data Processing Details) to
Attachment H.4.
(2) The provisions of Schedule 7.0 (Data Processing Details) of SDC xshall apply.
(3) [Supplier: Enter information as applicable]
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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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Attachment H.

Master Service Agreement as may have been amended by an

First Party: Bayer

Second Party: Capgemini

Date Revision Author Status Comment

04.05.2021 1.0 Capgemini Final CAP 1733 - Introduction of

1 SUBJ ECT OF T HI S PROJECT O F FE R

3 PROJECT SE RVI CES

specifications and descriptions therein and in each case as required by the

PART B PROJECT DESCRI PT I O N

7 SE RVI CE DESCRI PT IO N AN D DE LI VE RA BLES

7.1 Project Environment and Expected Outcome

7.2 Project Plan

7.2.1 Plan of Deliverables for projects with a value up to € 50.000

Deliverable Due Date Acceptance Criteria

Objective Planning and preparation of the Project

Scope Prepare infrastructure for project implementation if not provided by

Work Detailed project plan

Acceptance Provision of detailed project plan

Other [Supplier: Please list any other required constraints or Customer

Objective Implementation of the solution according to the plan / detailed design

Scope Implement software development and enhancements

Work New or adapted documentation

Acceptance Provision of documentation for acceptance test

Other [Supplier: Please list any other required constraints or Customer

Objective Closure of project activities

Scope Handover of developed code, if not provided for move to production

Work Products / Final project report

Acceptance Provision of final project report

Other [Supplier: Please list any other required constraints or Customer

d. Monitoring and Controlling Phase:

Objective [The Monitoring and Controlling Phase is executed in parallel to the

7.3 Project Risk Log

7.4 Project Resources

8.1 Project Organization

8.3 Approved Subcontractors

(2) Additional Subcontractors:

[Supplier: Enter information – Mark as N/A if none, new subcontractors will

9.1 Service Levels

9.2 Critical Deliverables

9.4 Testing and Acceptance

10.2.1 Charges for projects with a value up to 50 k€

Monthly Fees [€]

Total Fees [€]

Invoicing Currency (if not €)

Unit Rate Type Unit Rate Estimated Quantity Estimated

Estimated Total Price

Invoicing Currency (if not €) Choose an item.

Unit Rate Type Unit Rate Estimated Estimated

Estimated Total Price

10.2.3 Charges for all other Projects

Milestones Expected due date Amount in [€] Amount in

Completion Milestone [1] xx.xxx,xx xx.xxx,xx

Completion Milestone [2] xx.xxx,xx xx.xxx,xx

Completion Milestone [3] xx.xxx,xx xx.xxx,xx

Completion Milestone [4] xx.xxx,xx xx.xxx,xx

Completion Milestone […] xx.xxx,xx xx.xxx,xx

Total xxx.xxx,xx xxx.xxx,xx

10.3 Customer Assets, Software Licenses, and Responsibilities

11 DATA PRO CESSI NG DETA I LS

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