Conga Solution Assurance SOW

Version

Effective

This Solution Assurance Statement of Work (“SOW”) for Professional Services, including any applicable addenda, annexes, exhibits, or other similar agreements, constitutes a legal agreement between you, your employer, or other entity on whose behalf you enter into this SOW (the “Customer”), and Conga Corporation f/k/a Apttus Corporation (“Conga”), and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Services Agreement, or similar subscription agreement (collectively, “MSA”), by and between the parties. In the absence of existing PS Terms between the parties, this SOW shall be governed by the Professional Services Terms located at: /legal-center/professional-services-terms.

YOU MUST READ AND AGREE TO THIS SOW PRIOR TO RECEIVING THE PROFESSIONAL SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER OR ORDER FORM, OR RECEIVING THE PROFESSIONAL SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.

IF YOU ARE ENTERING INTO THIS SOW ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.

Whereas, Customer wishes to have Conga provide certain Professional Services pursuant to this SOW,

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Definitions:

“Project” refers to the scope of services, including performance of all work, activities, and Deliverables, set forth in this SOW, including any and all appendices. Notwithstanding any other provision of these terms, timelines and hours in this SOW are estimates only.

“Services” and “Professional Services” as used herein means Professional Services work rendered by Conga in relation to this SOW. It is distinguished from the meaning of “Subscription Services” as used in the MSA.

1. Scope of Work

This section defines the scope of Professional Services to be delivered by Conga, with support from Customer resources, under this SOW. If changes or expanded scope are necessary, a new SOW will be necessary.

During this Project, Conga Solution Assurance Resources will perform and provide the following activities and Deliverables to Customer subject to the scope limitations for the specific purchased Solution Assurance level pursuant to the applicable Order Form.

Activity	Description
Kick-off Meeting	The Conga Engagement Manager will conduct a Kick-off meeting with the Customer and Partner to introduce the team and review the planned activities and deliverables for the specific purchased Solution Assurance level.
Plan Gate Review	This is a formal review of the Customer Project plan, staffing and overall approach to ensure that best practices for Conga implementation is being followed.
Requirements Gate Review	This is a formal review of all of the requirements related to the Conga solution. The Conga Program/Solution Architect will work with both the partner and customer to complete and review a requirement self-assessment survey to ensure the requirements for the Conga solution are complete, and that all requirements have been vetted against standard Conga practices.
Solution Design Gate Review	This is a formal review of the design as related to the Conga solution prior to the start of the build phase. The Conga Solution Architect will work with the implementation partner and customer to complete and review a design self-assessment survey to ensure that the solution encompasses all of Conga best practices, and fully meets all requirements captured. A high-level design review will be conducted prior to the start of the build phase. Additional design reviews may be conducted iteratively during sprints in the build phase depending on customer project methodology.
Build Gate Review	This is a formal review of all of the build as related to the Conga solution. The Conga Solution Architect will ensure that the build encompasses all of Conga best practices, and fully meets all design elements captured. Reviews may be conducted iteratively or a single review at the end of build phase depending on Customer Project methodology. Conga may use CLM monitoring tools to help assess the build status and identification of any risk areas.
Technical Gate Review	This is a formal review of all of the advance configurations as related to the Conga solution. The Conga Solution Architect will ensure that the customizations encompass all of Conga best practices, and fully meet all design elements captured.
Go-Live Readiness Review	This is a formal activity to support go-live readiness and activities such as a transition to Technical Support handoff and review that operational change management best practices are in place.

Deliverable	Description
Plan Score Card	The plan scorecard is the end result of the plan gate review, a document produced to indicate that the overall Customer Project plan and approach address key success factors and any exceptions have been documented.
Requirements Score Card	The requirements scorecard is the end result of the requirements gate review, a document produced to indicate that the requirements have been fully vetted, and any exceptions have been documented.
Solution Design Score Card	The solution design scorecard is the end result of the solution design gate review (s), a document produced to indicate that the solution has been fully vetted, and any exceptions have been documented.
Build Score Card	The build scorecard is the end result of the build gate review(s), a document produced to indicate that the build including customizations has been reviewed and any exceptions have been documented. The build scorecard will also include results from the technical gate review.
Go-Live Readiness Score Card	The Go-Live readiness scorecard is the end result of the Go-Live readiness review, a document produced to indicate that the final Project documents have been provided and that the transition to Conga Technical Support(pursuant to Customer’s purchased level of support in the applicable Order and MSA) has been initiated.

For clarity, Conga Solution Assurance resources will not perform any configuration work directly on the Customer environments.

The activities and deliverables are subject to the scope limits noted below for the specific Solution Assurance level purchased and must be used within the timeline noted.

Solution Assurance Level	Level 1	Level 2	Levels 3-5	Levels 6-8	Levels 9-12
Kick-off Presentation Deck	1	1	1	1	1
Plan Review and Scorecard	Not Included	1	1	1	1
Requirements Review and Scorecard	Not Included	1	1	1	1
Design Review and Scorecard	1	1	1	1	1
Build/Sprint Reviews and Scorecards*	Not Included	1 Build Review comprising of up to 4 hours of working sessions.	Solution Assurance Levels 3-5 provide up to the same corresponding number of Build Reviews with each review comprising of up to 4 hours of working sessions. I.e. Level 3 Solution Assurance provides up to 3 Build Reviews	Solution Assurance Levels 6-8 provide up to the same corresponding number of Build Reviews with each review comprising of up to 6 hours of working sessions. I.e. Level 6 Solution Assurance provides up to 6 Build Reviews	Solution Assurance Levels 9-12 provides up to the same corresponding number of Build Reviews with each review comprising of up to 8 hours of working sessions. I.e. Level 9 Solution Assurance provides up to 9 Build Reviews
Technical Review and Scorecard	Not Included	Not Included	1	1	1
Go Live Readiness Review and Scorecard	Not Included	1	1	1	1
Transition to Technical Support**	1	1	1	1	1
Maximum Timeline for Engagement***	12 weeks	12 weeks	24 weeks	36 weeks	1 year

Reviews and scorecards are limited in scope to cover up to five (5) agreement types for Conga Contract Management solutions.

*Build Reviews are typically conducted in alignment with project sprint cycles and can include review of any design elements that are included in the sprint. Each Build Review cycle is comprised of up to the above defined hours of working sessions between the Conga Solution Architect and the implementation partner and/or customer. A working session can include topics such as design reviews, attending sprint demonstrations, solution design approach discussions and recommendations, configuration guidance, and ad-hoc build troubleshooting support.

In the absence of a formal sprint plan, Conga and the customer will mutually agree upon a build review schedule.

**The Conga Solution Assurance resources may schedule the transition to Conga Technical Support meeting to occur after the noted timeline limit

***The timeline will start at 5 weeks after the Order Form execution date. All activities and deliverables must be used by the timeline noted. Any expansion of the scope limits or timelines will require a new SOW.

3.0 Travel and Expenses

No travel is anticipated for this SOW. In the event travel is required, Customer will be invoiced separately for travel expenses incurred on a monthly basis pursuant to Conga’s Travel & Expense policy, located at /legal-center/travel-expense-policy. Invoices shall be issued and payment shall be due pursuant to the MSA terms.

Appendix A – Project Assumptions

Assumptions

Conga will rely on the following assumptions and those stated elsewhere in this SOW in performing the Services. Should any assumption(s) prove to be incorrect or incomplete or should Customer fail to comply with any of its responsibilities set forth in this SOW, Conga reserves the right to modify the price, scope and/or schedule of the Services. Any change(s) to the scope, Deliverables, pricing and/or schedule of this SOW shall be made by Conga and Customer executing a Change Order.

The only tasks and Deliverables Conga will undertake or deliver in providing the Services are those specifically set forth in this SOW.
Customer personnel are fully available during the Project.
Customer personnel are properly trained in their area of responsibility and have obtained training from Conga Education Services to achieve proficiency with the Conga solution. The Conga personnel identified in this SOW will not provide training to Customer, defined as the enablement of Customer personnel to:
1. Utilize Conga Out-of-the-Box functionality as an end user or solution administrator
2. Configure Conga Out-of-the-Box functionality as a solution administrator

Project Governance

The Customer and Conga Project Managers will establish appropriate governance to ensure effective and appropriate decision, and escalation procedures during the Plan stage for the Project. Governance may include the following:

Project Status Meetings: Regularly scheduled with required participation from both Conga and Customer participants;
Project Status Reports: Regularly provided by Conga to Customer’s Project management team, no more than weekly;
Steering Committee (as applicable): Providing Project oversight, direction, escalation, arbitration, and decision making. Conga and Customer representatives will be assigned no later than the Project Plan phase and are required to attend (the “Steering Committee”). A Steering Committee meeting is required at phase completions, and on an ad-hoc basis as needed. The first level of escalation within the Project governance structure is the Customer and Conga Project managers. Any issues which cannot be resolved at this level will be escalated to the Steering Committee. The Steering Committee shall then act to resolve in 48 hours.
The Steering Committee will be the highest escalation point and should be comprised as follows:

Conga Representation

Vice President, Conga Professional Services
Director, Conga Professional Services

Customer Representation

Senior Representative, Customer Name and Title
Senior Representative, Customer Name and Title

Appendix B. Conga Solution Assurance Scope of Services and Deliverables, Conga and Customer Responsibilities

The only tasks and Deliverables Conga will undertake or deliver in providing the Services are those specifically set forth in this SOW. Any change(s) to the scope, deliverables, pricing and/or schedule of this SOW require a new SOW.

1. Services in Scope

Conga Solution Assurance resources will consult with the Customer on the following:

Give guidance on the installation of Conga packages in Salesforce.com environments
Review & provide feedback on the customer and partner developed project plan, methodology approach and staffing
Actively participate in kick-off and Steering Committee meetings
Review of functional requirements for the applicable Conga solution
Guide as required, if requirements and use cases are:
- Conga Out-of-the-Box (OOTB) functionality
- Conga Standard Practices for Conga solutions
Review and provide support for Conga Solution architecture within Customer’s Enterprise landscape
Provide advice on deployment planning and Salesforce.com environment preparation
Review Conga solution design, e.g. workflows and approval, processes, entity relationship diagrams, templates, reports
Participate in Sprint Reviews related Conga solution configuration subject to the limits noted in this SOW
Provide guidance on documented data documents, (e.g. data dependencies, considerations for data quality, data integrity)
Support communication with Conga product team
Help report and document product bugs and enhancement requests

2. Services Out of Scope

The following Services are out of scope and will not be provided by Conga:

Services for solutions other than the Conga Product Suite
Execution of Customer Project methodologies
Development of the Customer requirements document
Development of the Customer solution document
Configuration of the Conga solution
Loading of data into the Conga solution
Any documentation or deliverables outside of the specific deliverables outlined in Section 1 • Services not specifically defined in the scope of the SOW

3. Roles and Responsibilities

The following Conga staffing roles, sometimes also referred to as “Resources”, will be assigned and/or allocated to the Project. Specific personnel assignments will be made within three (3) weeks of the Order Form execution date.

Conga Staffing/Resource Roles	Conga Responsibilities
Engagement Manager	Primary point of contact for Customer Responsible for efficiently allocating Conga resources to the engagement Responsible for weekly status updates and communicating engagement information to Conga stakeholders Manages the contracts, budgets, reporting and invoicing for Conga personnel and Conga management
Program/Solution Architect	Consults with Customer on Project requirements, lead Requirements Gate Review and provide recommendations Consults with Customer on solution design, lead Design Gate Review and provide recommendations Consults with Customer on configuration setup, lead Build Gate Review and provide recommendations Provides guidance to Customer for exceptional components of the solution design and Deliverables Participates in design workshops and check-point meetings to ensure projects adhere to consistent standards and leading practices to support Customer success

Conga Staffing/Resource Roles

Conga Responsibilities

Engagement Manager

Primary point of contact for Customer
Responsible for efficiently allocating Conga resources to the engagement
Responsible for weekly status updates and communicating engagement information to Conga stakeholders
Manages the contracts, budgets, reporting and invoicing for Conga personnel and Conga management

Program/Solution Architect

Consults with Customer on Project requirements, lead Requirements Gate Review and provide recommendations
Consults with Customer on solution design, lead Design Gate Review and provide recommendations
Consults with Customer on configuration setup, lead Build Gate Review and provide recommendations
Provides guidance to Customer for exceptional components of the solution design and Deliverables
Participates in design workshops and check-point meetings to ensure projects adhere to consistent standards and leading practices to support Customer success

2. Customer Responsibilities

Customer will in a timely manner (i.e. in a time period that does not adversely affect Conga’ delivery of the Services) perform the following tasks and/or is responsible for the following:

Assign a Project manager (“Customer Project Manager”) or other point of contact to provide direction and guidance to Customer and Conga personnel as required; provide information and resources as needed by Conga to enable Conga to perform the Services; provide any approvals, as needed.
Customer and/or Customer’s third-party partner (“Partner”) is responsible for overall Customer Project delivery including, but not limited to, requirements gathering, solution design, configuration, customization, user acceptance testing, deployment and go-live support.
Customer and/or Partner is responsible for overall Customer Project management activity. This includes: 1) responsibility and accountability for Customer Project on-time and on-budget; 2) ensuring that all third parties, including software providers, suppliers, contractors and consultants, communicate, cooperate and resolve issues in a timely manner, and; 3) establishing an issue escalation process to address and resolve issues as they arise in a timely manner.
Provide access to appropriate Customer personnel, including executives, business process owners, technical and operational staff and solution users, as needed.
Provide response(s) to all requests for information by Conga
Schedule and invite Conga to weekly status, steering committee, and review meetings as relevant to allow Conga to perform the in-scope activities.
In the event Conga personnel are on-site, provide office space, including, but not limited to, furniture, telephone and network/internet access services, as deemed necessary by Conga in good faith in order for Conga to perform the Services.
Resolve Customer Project issues as they arise in the Project.
Customer will complete documentation to meet Customer’s methodology and governance requirements.
Customer personnel are fully available during the Customer Project.
Customer personnel are properly trained in their area of responsibility and have obtained training from Conga Education Services to achieve proficiency with the Conga solution. The Conga personnel identified in this SOW will not provide training to Customer, defined as the enablement of Customer personnel to:
1. Utilize Conga (OOTB functionality as an end user or solution administrator
2. Configure Conga OOTB functionality as a solution administrator

This Solution Assurance Statement of Work (“SOW”) for Professional Services, including any applicable addenda, annexes, exhibits, or other similar agreements, constitutes a legal agreement between you, your employer, or other entity on whose behalf you enter into this SOW (the “Customer”), and Apttus Corporation (“Conga”), and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Services Agreement, or similar subscription agreement (collectively, “MSA”), by and between the parties. In the absence of existing PS Terms between the parties, this SOW shall be governed by the Professional Services Terms located at: /legal-center/professional-services-terms.