Scotiabank Confidential Information

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OPERATIONS-CONTROLLER
CONTRACT NUMBER

ADT STAFF AUG SERVICES WORK ORDER CA043270

1. GENERAL
Any proposed amendment to the legal terms and conditions of the underlying EMSA and ADT MSOW shall only
be effective if agreed in writing by the parties in the form of a separate written amendment to the underlying
agreement which has been reviewed by each parties’ respective legal counsel.

This Work Order: (a) is entered into between the Parties set out in the table below; (b) is made effective as of the
effective date set out in the table below (the “Work Order Effective Date”); and (c) forms part of, and is subject to
and governed by the provisions of, the Statement of Work set out in the table below.

Supplier Ref # TECHM-SCOTIABANK-04172021-27444

Funding Source OP200445 COBRA

Project Name COBRA

Work Order Ref.:

Work Order Effective 03-May-2021

Date:

Work Order End Date: 31-Oct-2021

Master ADT SOW: Master Application Development and Testing Staff Augmentation and Project
Services Statement of Work between The Bank of Nova Scotia and Tech
Mahindra Limited, dated as of November 1, 2019, as amended from time to time
(such Statement of Work, the “Master ADT SOW”), and which Statement of
Work is subject to, for greater certainty, the provisions of the Enterprise Master
Services Agreement between The Bank of Nova Scotia and Tech Mahindra
Limited, dated as of November 1, 2019, as amended from time to time (defined
as the “Master Agreement” in the Master ADT SOW).

Supplier (Legal Name of Tech Mahindra Limited. (defined as “Supplier” in the Master ADT SOW).
Contracting Entity):

Scotiabank Group The Bank of Nova Scotia (defined as “Scotiabank” in the Master ADT SOW).
Member (Legal Name of
Contracting Entity):

Work Order Term: The term of this Work Order will begin on the Work Order Effective Date and
continue until 31-Oct-2021 (the “Work Order Term”), unless terminated earlier
in accordance with the Master ADT SOW or the Master Agreement ,
as applicable.

All capitalized terms used herein and not otherwise defined will have the meaning set out in the Master ADT SOW
or the Master Agreement.

Supplier hereby agrees to provide the Deliverables and perform the SOW Services set out in this Work Order on the
provisions set out in the Master ADT SOW and the provisions set out in this Work Order.

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2. SERVICE DESCRIPTION FOR ADT STAFF AUG SERVICES

Supplier will provide the Supplier Personnel set out in Exhibit A to this Work Order to perform the ADT Staff Aug
Services set out below in the table under the heading “ADT Staff Aug Services”, and, if applicable, to deliver the
Deliverables set out below in the table under the heading “Deliverables”, in each case, in accordance with the
standards and requirements applicable to such ADT Staff Aug Services or Deliverables set out below in the table
under the heading “Standards and Requirements applicable to the ADT Staff Aug Services or Deliverables”. Each
Supplier Personnel identified as a Key Personnel in Exhibit A will be deemed to be a Key Personnel during the
applicable period of time set out therein.

ADT Staff Aug Services in Scope

Ref# Description of In-Scope Services

S-1 Development & Unit testing

S-2 Technical documentation as per project requirement

S-3 Code integration and check-in

S-4 Co-ordinate environment & release management activities

Deliverables

Ref# Description of Deliverables

D-1 Source code

D-2 Unit & System test results

Out-of-Scope Services:

Ref# Description of Out-of Scope Services

OS-1 Services / deliverables not mentioned in the In-Scope section.

Standards and Requirements applicable to the ADT Staff Aug Services or Deliverables

Ref# Description of Applicable Standards or Requirements

SR-1 None

Assumptions:

1). A Change Request will be submitted to this Work Order for any actual hours exceeding the
estimated hours within the duration, set out in Exhibit A attached to this work order.

3. SCOTIABANK RESPONSIBILITIES

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Subject to Section 2.01(3) of the EMSA, an activity or function that is designated as a “Scotiabank responsibility” in
Exhibit C (each, a “Scotiabank Responsibility”) is Scotiabank’s responsibility for completing. For clarity, Supplier
will not be required or obligated to complete such activity or function for (or on behalf of) Scotiabank as part of the
SOW Services set out in this Work Order except as agreed pursuant to the Change Order Procedures. Without
limiting Supplier’s remedies for other breaches of the Agreement, Supplier will have no Claim against Scotiabank
for a failure of Scotiabank to perform a Scotiabank Responsibility; provided that Supplier may raise any non-
compliance by Scotiabank with a Scotiabank Responsibility as part of the governance meetings between the Parties.

4. SERVICE LEVELS

The Service Levels set out in Exhibit 4(A) (Master SOW Service Level Requirements) to the Master ADT
SOW will apply to the ADT Staff Aug Services performed under this Work Order.

5. ADDITIONAL APPROVED SUPPLIER SUBCONTRACTORS

In addition to Section 6(b) of the Master ADT SOW, Scotiabank approves the Persons set out in the table below to
perform the corresponding SOW Services set out in the table below as Supplier Subcontractors in accordance with
Section 5.09 (Subcontracting) of the Master Agreement (which Persons, for greater certainty, will constitute Supplier
Subcontractors for purposes of the Agreement).

Name of Approved Supplier Subcontractor SOW Services for which Scotiabank Approval Granted

None None

6. SOW SERVICES AND SCOTIABANK DATA HANDLING LOCATION RESTRICTIONS

In addition to Section 6(d) of the Master ADT SOW, the following Supplier Facilities at the specified locations are
approved for the corresponding SOW Services and Handling of Scotiabank Data, as applicable:

Location of Supplier SOW Services for which Scotiabank Scotiabank Data Handling
Facility Approval Granted Approved for Location

None None None

7. OTHER WORK ORDER SPECIFIC TERMS

Ref # Question Yes/No Description of Other Work Order

Specific Terms

ST-1 Intellectual Property

a.Are there any Supplier-licensed materials No
included in-scope of the Deliverables of this Work
Order?

b.Are there any third-party materials included in- No

scope of the Deliverables of this Work Order?

c.Is there any Supplier background IP applicable No

to the Deliverables in-scope of this Work Order?

ST-2 Business Continuity Planning

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Do the Services/Deliverables in-scope of this Work No

Order require additional or specific requirements
related to Disaster Recovery / Business Continuity
Planning?

ST-3 Information Security & Control Requirement:

a.Do the Services/Deliverables in-scope of this No
Work Order require backup and recovery?

b.Is server security relevant to the No

Services/Deliverables in-scope of this Work
Order?

c.Is security of databases and data files relevant to No

the Services/Deliverables in-scope of this Work
Order?

d.Is production room security relevant to the No

Services/Deliverables in-scope of this Work
Order? Will Supplier perform any Services where
unmasked production Scotiabank Data will be
accessed by any Supplier Personnel to perform
the applicable Services?

ST-4 Other Termination Clause

Are there any specific conditions related to No
termination (e.g. termination fee) that apply to this
Work Order?

GDPR Variation Agreement (Details of Data

ST-5 Processing):
Do the Services/Deliverables inscope of this Work No
Order require processing of any Personal
Information? If so, include the following details
above:
a.description of Personal Information being
processed;
b.description of individuals whose data is being
processed;
c.purpose of the data processing;
d.description of the types of data processing
involved.

GDPR Variation Agreement (Details of

ST-6 Security Measures):
Do the Services/Deliverables in-scope of this Work No
Order involve any specific security measures? If
so, include a summary of technical and
organisational security measures applied to the
data (including encryption, access controls,
training, screening of personnel, security reviews,
etc.).

ST-7 Other ADT Project Services-related Expenses:

Are there any specific terms related to expenses, No
such as Hardware, Software, travel, etc.? If so,
include such expense-related terms (in addition to
specifying the estimated expense in Exhibit-A).

8. FEES AND INVOICING

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Fees
For Supplier’s performance of the ADT Staff Aug Services under this Work Order, Scotiabank will pay Supplier the
applicable Fees in accordance with Section 5(a) of the Master ADT SOW, up to the budgeted amounts set out in
Exhibit A attached to this Work Order.

Invoice Recipients
Scotiabank Invoice Recipient

Name Address Phone Number Fax Number Email

PD&S Invoicing 2201 Eglinton Ave E, pds.invoicing@

Scarborough, ON, Canada, scotiabank.com
M1L4S2

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9. SIGNATURES

THE BANK OF NOVA SCOTIA

E-SIGNED by Vishnu Mangal

Date: on 2021-04-23 18:55:19 GMT

IT&S FINANCE 2021.04.2 By: _______________________________________

Name:Vice President
CONTRACTS 9 08:54:41 Title:
-05'00'
2021-04-23
Date:______________________________________

TECH MAHINDRA LIMITED.

By: _______________________________________
Name: Sridhar Mantrala
Title: Delivery Manager

Date: 19 - APR - 2021

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EXHIBIT A TO WORK ORDER

Role / Supplier Location Planned Planned Key Hourly Shift Estimate Total
Type of Personne or Type Start End Date Personne Estimate Rate Premium d Budgeted
Skill for l Name of Date l (Y/N)* d (CAD)/E (Y/N)** Expenses Cost***
Supplier (or other Supplier Number xpense (CAD) (CAD)
Personne Expense Personne of Hours (Rate)
l Name) l Required
Required Required /Expense
(e.g. (Qty)
onsite
resource
working
from
Supplier
Facility,
etc.)

Develop Juan Onshore 03-May 31-Oct- No 1000.00 80.00 No 80,000.0

er Senior Alejandr - 2021 2021 0
o

Totals (CAD) 80,000.

00

Note:
* In addition to Section 6(a) of the Master ADT SOW, the Persons set out in the table above indicated as Key
Personnel will be Key Personnel in accordance with Section 5.03 (Key Personnel) of the Master Agreement.

** Indicate whether a Shift Premium applies pursuant to the terms set out in the Rate Card attached to Exhibit A to
Schedule 8.03 of the Master Agreement.

*** Invoicing will occur on a monthly basis for any ADT Staff Aug Services performed on a time and materials
basis, and the Fees stated under the heading “Total Budgeted Cost” do not include applicable Taxes.

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EXHIBIT B
TO WORK ORDER

None

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EXHIBIT C

SCOTIABANK RESPONSIBILITIES

1. Without limiting Section 3 of this Work Order, for the avoidance of doubt the following activities are
Scotiabank Responsibilities for the SOW Services set out in this Work Order:

(a) Scotiabank will be responsible for providing VPN connectivity, Scotiabank network access, and
any other application access as required

(b) Scotiabank will be responsible for providing Supplier Personnel with all ADT Project Services-
specific Software licenses.

(c) Scotiabank will be responsible for providing Supplier Personnel deployed at Scotiabank
Facilities with office space, computing or telecom facilities, and access to Scotiabank office
premises.

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