msn sap technical upgrade proposal i1985 v8.0

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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. SAP Technical Upgrade Services Proposal MSN Laboratories Ltd.

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Page 1: MSN SAP Technical Upgrade Proposal I1985 V8.0

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.

SAP Technical Upgrade Services Proposal

MSN Laboratories Ltd.

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Proposal for SAP Technical Upgrade Services

Change History

Ver. Section Date Change Information

1.0 Entire Document 7-Sept-12 Proposal creation

2.0 Entire Document 1-Oct-12 Commercials, Terms & Conditions, Project Schedule,

Project Scope

3.0 Entire Document 4-Oct-12 Commercials, Terms & Conditions, Project Schedule

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Proposal for SAP Technical Upgrade Services

TABLE OF CONTENTS

1 EXECUTIVE SUMMARY ................................................................................................................................................ 4

1.1 YASH FACT SHEET ...................................................................................................................................................... 4

2 YASH UNDERSTANDING OF MSN ................................................................................................................................ 6

3 PROJECT SCOPE .......................................................................................................................................................... 7

3.1 SAP LICENSES AND HARDWARE .................................................................................................................................... 7 3.2 GEOGRAPHICAL AND ORGANIZATION SCOPE ................................................................................................................... 7 3.3 SAP UPGRADE SCOPE .................................................................................................................................................. 7 3.4 UPGRADE ACTIVITIES / PROJECT PLAN .......................................................................................................................... 8

4 YASH SOLUTION & APPROACH ................................................................................................................................. 11

4.1 SAP VERSION UPGRADE APPROACH ............................................................................................................................ 11 4.1.1 Project Preparation ............................................................................................................................................ 11 4.1.2 Solution Manager Setup .................................................................................................................................... 12 4.1.3 SAP Version upgrade .......................................................................................................................................... 12

4.2 GO-LIVE SUPPORT ..................................................................................................................................................... 13 4.3 OUT OF SCOPE ........................................................................................................................................................... 13 4.4 ASSUMPTIONS ........................................................................................................................................................... 14 4.5 KEY ASSUMPTIONS .................................................................................................................................................... 14

5 PROJECT SCHEDULING AND PROJECT STAFFING ....................................................................................................... 15

5.1 PROJECT SCHEDULE ................................................................................................................................................... 15 5.2 PROJECT STAFFING .................................................................................................................................................... 15

6 COMMERCIALS, TERMS AND CONDITIONS ............................................................................................................... 16

6.1 CHARGES OF SERVICES TO BE PROVIDED ....................................................................................................................... 16 6.2 BILLING & PAYMENT TERMS ...................................................................................................................................... 16 6.3 GENERAL TERMS AND CONDITIONS ............................................................................................................................. 16

7 ANNEXURE 1 – OTHER TERMS AND CONDITIONS ..................................................................................................... 18

8 ANNEXURE 2 – YASH OVERVIEW .............................................................................................................................. 22

9 ANNEXURE 3 – OTHER DETAILS ................................................................................................................................ 27

9.1 PROJECT CONTACTS ................................................................................................................................................... 27 9.2 ABBREVIATIONS, ACRONYMS, DEFINITIONS .................................................................................................................. 27 9.3 REFERENCES ............................................................................................................................................................. 27

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Proposal for SAP Technical Upgrade Services

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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Proposal for SAP Technical Upgrade Services

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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Proposal for SAP Technical Upgrade Services

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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Proposal for SAP Technical Upgrade Services

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 Location

MSN Laboratories Ltd. 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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Proposal for SAP Technical Upgrade Services

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 Checking Hardware and Software Requirements for the SANBOX SAP installation setup

2 Download required software for Setup

3 Prerequisites of SAP Setup similar to PRD system

SolMan system Implementation

1 Pre - requisites check for SOLMAN system installation

2 Download required software from Market place

3 Installation of solution manager system

4 Post Installation activities (Client Copy and Support Packs)

5 MOPZ Configuration for the landscape

6 Service Desk Implementation (would be executed post EHP upgrade)

SANDBOX (NEW QUALITY) system preparation

1 Checking the pre-requisites for the SAP setup

2 SAP export on PRD for homogenous system copy to Sandbox

3 Use the exports of PRD system install sandbox system

EHP 5 upgrade & Database Upgrade

1 Take the backup of existing system ( Sandbox)

2 Stop the services SAP application servers and database

3 Check the pre-requisites for the upgrade of database

4 Start the upgrade from DB2 8.0 to DB2 9.7

5 Post - Upgrade activities for the database (DB Parameters checking and Tuning)

6 Check the database tolls and update

7 checking the pre-requisites for the EHP upgrade

8 Upgrade the sap executables

9 Backing Up Database

10 Take full offline backup of database

11 Start EHP5 upgrade from ready state

12 Post upgrade activities (Note Application and Dumps Fixes)

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Proposal for SAP Technical Upgrade Services

13 SAP Kernel upgrade

14 System copy for OS upgrade from 5.3 to 7.1

ECC DEV System Upgrade

Planning

1 Checking Hardware and Software Requirements

2 Prerequisites Check (w.r.t OS, DB, SAP, Hardware)

DB Upgrade

1 Take the backup of existing system

2 Stop the services SAP application servers and database

3 Check the pre-requisites for the upgrade of database

4 Start the upgrade from DB2 8.0 to DB2 9.7

5 Post - Upgrade activities for the database (as listed for SANDBOX)

6 Check the database tools and update (as listed for SANDBOX DB Upgrade)

EHP 5 upgrade & Database Upgrade

1 checking the pre-requisites for the EHP upgrade

2 Upgrade the sap executables

3 Take full offline backup of database

4 Start EHP5 upgrade from ready state

5 Post upgrade activities

6 SAP Kernel upgrade

7 Homogenous system copy for OS upgrade

ECC PRD System Upgrade

Planning

1 Checking Hardware and Software Requirements

2 Prerequisites Check ( as listed for SANDBOX DB Upgrade)

DB Upgrade from 8.0 to 9.7

1 Check the pre-requisites for the upgrade of database

2 Start the upgrade from DB2 8.0 to DB2 9.7

3 Post - Upgrade activities for the database

4 Check the database tolls and update

5 Offline backup

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Proposal for SAP Technical Upgrade Services

OS Upgrade

1 Download Required dumps from Service Market Place (OS Specific Dumps)

2 System copy of SAP application on old system

3 Checking the pre-requisites for the System restore on NEW system

4 System restore into new system

5 Post- System copy activities

6 Upgrading SAP Executables

EHP 5 upgrade & Database Upgrade

1 Take the backup of existing system (PRD)

2 Stop the services SAP application servers and database

3 checking the pre-requisites for the EHP upgrade

4 Upgrade the sap executables

5 Take full offline backup of database

6 Start EHP5 upgrade from ready state

7 Post upgrade activities

8 SAP Kernel upgrade

9 Testing system with Function team

10 Moving the system into high availability

11 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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Proposal for SAP Technical Upgrade Services

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

4 YASH SOLUTION & APPROACH

This section outlines YASH’s approach for MSN’s technical upgrade. YASH’s 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 Database upgrade from DB2 8.0 to 9.7

o SAP ECC 5.0 upgraded to SAP ECC 6.0 (EHP5) along with Unicode conversion

o 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 YASH’s 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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Proposal for SAP Technical Upgrade Services

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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Proposal for SAP Technical Upgrade Services

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 Operating System Installation.

o Disk Layout

o Networking

o 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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Proposal for SAP Technical Upgrade Services

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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Proposal for SAP Technical Upgrade Services

5 PROJECT SCHEDULING AND PROJECT STAFFING

5.1 Project Schedule

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

Phases

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Project Plan Preperation

SolMan System Installation

Sandbox (New QUALITY) system and Upgrade

DEV System Upgrade

PRD System Upgrade

Go-Live Support

SolMan Service Desk

Weeks

5.2 Project Staffing

The Project Staffing at peak level for the project is indicated below:

Resources Number

SENIOR BASIS RESOURCE 1

BASIS RESOURCE 1

ABAP RESOURCE 1

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

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Proposal for SAP Technical Upgrade Services

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 Travel from Hyderabad and back

o Accommodation

o Local Travel from accommodation & back

o 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 50% of Order Amount in advance

o 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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Proposal for SAP Technical Upgrade Services

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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Proposal for SAP Technical Upgrade Services

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 sub-

section 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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Proposal for SAP Technical Upgrade Services

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 YASH’s 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 YASH’s 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

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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

Agriculture Equipment

Manufacturer

Upgrade, Support, Testing,

Rollout, SAP HR ESS

Implementation

Shakti Met-Dor

Limited Steel

SAP ECC6.0 Implementation &

SAP Application Maintenance &

Support

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Client Industry Solution Provided

Aarti Industries

Limited

Chemical SAP ECC6.0 Implementation

Anushakti Chemical

& Drugs Ltd Chemical SAP ECC6.0 Implementation

Vascular Concepts

Limited

Surgical Inplants

SAP ECC6.0 Implementation &

SAP Application Maintenance &

Support

Reliable Autotech

Pvt. Ltd

Automotive Components SAP Upgrade & SAP Application

Maintenance & Support

Vedanta Group

(Sterlite) Metal and Mining HCM Implementation and SRM

support

Bosch Chassis

System India

Limited Auto Ancillary

SAP Application Support,

Accounts Payable Automation

Grauer & Weil

(India) Limited Metals

SAP HCM & SAP RE-FX

Implementation

Abhijeet Industries

Power, Mining, Steel,

Ferro Alloys ESS/MSS Implementation

SAP India

Consulting IT

SAP India Consulting Project:

Kimco & Kirbi, Wipro, DRL &

Raymond

SAP India Education

IT MySAP business suit Training

assignments

SAP Labs, India

IT MySAP product development &

testing

CEAT Limited, India

Tyre Manufacturing SAP ECC 6.0 implementation

(Technical Development)

HIRCO

Real Estate SAP Application Maintenance &

Support

EPP Composite Pvt

Ltd

Manufacturer of chemical

processing equipment,

pipe & fittings and anti

corrosive linings

SAP Software

Jyoti CNC

Automation Pvt. Ltd

CNC Machine

Manufacturer SAP Software

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Client Industry Solution Provided

Torrent

Pharmaceutical Ltd. Pharmaceutical Brazil Rollout Consulting &

Training

Parenteral Drug

Private Limited Pharmaceutical

SAP system migration from old

server to new server

Aditya Birla Group

Cement Manufacturing Technical Development (BAPI)

SBI Life Insurance

Insurance

SAP Application Maintenance &

Support and SAP HCM

Enhancements

Asian Paints Ltd

Chemical REACH Pre-Registration

Adani Group

Energy/Infrastructure/

Logistics BOBJ Support

Fabtech Projects Manufacturing

SAP Licenses & Re-

implementation and Application

Maintenance

& Support

Go Air Airlines & Aviation SAP Licenses

Radhe Renewables Manufacturing/

Engineering SAP Licenses

Essel Propack Packaging SAP implementation services

(GUI enabling)

Overseas

Infrastructure

Alliance Construction BI/BOBJ implementation

Japfa Comfeed Agri-food SAP Application Maintenance

& Support

Sanghvi Forgings Manufacturing SAP Application Maintenance & Support

AIA Engineering Ltd. Manufacturing SAP Application Maintenance & Support

Tata AutoComp

Systems Ltd. (TACO) Manufacturing/

Automotive SAP User Training

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Client Industry Solution Provided

Hyderabad

Industries Ltd

Manufacturing/

Construction Material

SAP BI Implementation & SAP Application Maintenance & Support

Steelsmith

Continental

Manufacturing Manufacturing

SAP Licenses & ERP Implementation & SAP Application Maintenance & Support

Ess Dee Aluminium

Pharmaceutical Packaging

Products Manufacturer SAP ERP Implementation

Global Energy Pvt.

Ltd. Power SAP ERP Implementation

Aquapharm

Chemicals Manufacturing/ Chemical

SAP Licenses & ERP

Implementation

Emitec Emission

Manufacturing SAP Application Maintenance &

Support

My Home Industries

Cement Manufacturing

SAP MM enhancements/

development & SAP Application

Maintenance & Support

Great White

Electricals / Anchor

Enterprises Manufacturing

SAP ERP Implementation and SAP

licenses & SAP Application

Maintenance & Support

Innova Rubbers Pvt.

Ltd. Manufacturer SAP Implementation

Masscorp Ltd

Steel SAP Licenses & ERP

Implementation

Sequel Logistics Pvt

Ltd Logistics

SAP Licenses & ERP

Implementation

TTP Technologies

Manufacturing SAP Licenses & ERP

Implementation

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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. MSN Laboratories Ltd.

Contact

person Mr. Gaurav Nabar Mr. Vijay Suryavanshi Mr. AnandKrishna

Designation Manager – Solution

Consulting Group

Business Development

Manager Senior Manager – IT

Address

Unit No.701-A

“Raheja Plaza-1”

Lal Bahadur Shastri

Marg, Ghatkopar (West),

Mumbai-400 086

6th Floor, My Home Hub,

Hyderabad – 500018,

Andhra Pradesh

MSN House, C-24,

Industrial Estate,

Sanathnagar, Hyderabad –

500018

Phone +91-22-40481818 /

25009544 / 22 040 40403456 040 30438600

Cell No +91-9820915943 +91-9177711443 +91-9666679864

Email-ID [email protected] [email protected] [email protected]

Web site www.yash.com www.msnlabs.com

9.2 Abbreviations, Acronyms, Definitions

9.3 References

Sr. No Input Source Receipt Date

1 Meeting between Mr. Anand Krishna, Mr. Kiran of MSN and Mr. Vijay of

YASH on 5th Sept, 2012

2 Meeting between Mr. Anand Krishna, Mr. Kiran of MSN and Mr. Vijay of

YASH on 28th Sept, 2012

3 Meeting between Mr. Bharat Reddy, Mr. Kiran, Mr. AnandKrishna of

MSN Labs and Mr. Prakash Kolli, Ms Swapna Bekkem, Mr. Vijay

Acronyms / Terms Description

YASH YASH Technologies Pvt. Ltd.

MSN MSN Laboratories Ltd.

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Sr. No Input Source Receipt Date

Suryavanshi of YASH on 1st Nov 2012.

4 Meeting between Mr. Anand, Mr. Kiran of MSN Labs and Mr. Prakash,

Mr. Vijay of YASH Technologies on 7th Nov 2012.

5 Meeting between Mr. Anand, Mr. Kiran of MSN Labs and Mr. Vijay of

YASH Technologies on 6th Dec 2012.