STANDARD TERMS FOR PROFESSIONAL SERVICES

Version 2.0 (May, 2026)

1 INTRODUCTION

SYNCRON will provide Professional Services to CUSTOMER for implementation of SaaS Solution, as subscribed for by CUSTOMER and within the Limitations (or otherwise as may be agreed between the parties) specified in the applicable Order Form (further “Project” or “Implementation Project”).

The scope of Professional Services to be performed by SYNCRON specifically to CUSTOMER will be agreed between the parties in one or more Statements of Work, signed by authorized representatives of each party.

These Standard Terms for Professional Services together with each executed SOW (or work order or change request) and therein-referenced Description of Subscription of Services constitute a complete set of terms for respective Implementation Project, and shall be deemed a supplement to the Master Subscription Agreement (“MSA”).

Any matters not regulated in these Standard Terms for Professional Services are governed by MSA or applicable Order Form. To the extend there are any conflicts or inconsistencies between these Standard Terms for Professional Services and any SOW, the provisions of SOW prevail. To the extend there are any conflicts or inconsistencies between these Standard Terms for Professional Services and any work order or change request, the provisions of these Standard Terms for Professional Services prevail.

All capitalized terms used in these Standard Terms for Professional Services have the meaning ascribed to them in the Master Subscription Agreement or Service Level Agreement, unless otherwise expressly defined herein.

Those Standard Terms for Professional Services shall also apply - to the extend applicable - to further projects performed by Syncron Expert Services, as referred to by Work Orders, Change requested, etc.

2 IMPLEMENTATION PROJECT - GENERAL ASSUMPTIONS

If the Solution Configuration Document (SCD) is applicable - typically in waterfall delivery approaches with sequential phases and upfront requirements definition, as opposed to a hybrid Agile approach which is iterative user stories—then only the SCD-specific subsection 2.5.1 shall apply, and the corresponding parent section 2.5 shall be considered not applicable.

2.1 SYNCRON implementation approach

The scope of Professional Services for Implementation Project described herein assumes that the implementation of the standard SaaS Solution follows SYNCRON implementation approach and will be based on best practices defined by SYNCRON.

2.2 Language and geography

All workshops, documents and communication will be conducted in English. Interface languages are stipulated in applicable Order Form.

All Professional Services for Implementation Project, other than specified workshops and trainings stated as onsite sessions specified in SOW, will be provided remotely (each SYNCRON consultant working from respective home base).

2.3 Implementation Project collaboration tools

CUSTOMER will be granted access to SYNCRON collaboration tools as listed below:

a) CUSTOMER specific space on SYNCRON Wiki (Confluence), used for storing all Implementation Project-related documentation;

b) CUSTOMER specific space on Jira, used for all Implementation Project tickets (i.e., tasks, findings and questions).

2.4 SaaS Solution Environments

Unless defined otherwise in applicable Order Form, two Environments (one Test and one Production) will be provided during the Project Implementation for the SaaS Solution subscribed under the applicable Order Form. For Syncron SFM products there will be an additional one (1) development environment for the duration of Implementation Project.

2.5 Project Phases Overview

The table below highlights the high-level tasks and deliverables inclu ded in each phase of Implementation Project. More specific details are provided in the following sections.

In the hybrid agile approach, project phases may overlap and are not necessarily conducted sequentially. Instead, tasks and aspects from multiple phases are often run concurrently and revisited iteratively throughout the project lifecycle. This flexible structure allows for continuous

adaptation and more effective delivery aligned with evolving project needs.

Initiate & Plan

The “Initiate & Plan” phase aims to mobilize the Project team and mutually agree ways of collaboration during the Project including but not limited to Project governance structure, file archive, communication tools, project objectives and value drivers. The agreed baseline will be documented in the project charter.

The “Initiate & Plan” phase is completed by the project Kick-Off, sharing the detailed Project plan with the whole Project team including stakeholders.

Configure & Build

During the “Configure & Build” phase configurations and value drivers are documented and agreed, in line with the Project objectives, high-level scope, budget, time plan, and requirements as defined in SOW. No documents other than the documents expressly referred to and agreed to between the parties, shall be referred to as part of the project scope. During the configuration and integration held throughout this phase the Project team will establish the process blueprint and determine all concepts and required functionality to be implemented during the Project, including all relevant integration and data loads.

CUSTOMER and SYNCRON agree that the implementation of standard functions and best practices as foreseen by the SYNCRON standard SaaS Solution shall always have priority before the adoption of as-is processes. Any gaps between SYNCRON standard SaaS Solution and CUSTOMER business requirements identified during the “Configure & Build” phase are considered material change to the project scope, and as such, are subject to the Project Change Control Process (see section 2.11).

The business use cases and required configurations are documented in user stories created following the Design and Integration Workshops. Upon approval, these user stories represent the baseline for configuration and integration. During this phase, user stories are refined, marked as ready for configuration, configured by SYNCRON and/or the CUSTOMER, and presented to the project team. Following the demonstration, the configuration is tested by the CUSTOMER. Any identified issues are reviewed and resolved, either within the current sprint or a subsequent sprint, subject to mutual agreement between the CUSTOMER and SYNCRON. Upon successful completion of testing, the user story is deemed fully delivered and closed.

The iterative configuration based on the refined user stories will follow a mutually agreed “Configuration Sprint Plan”, considering resource availability and other dependencies on both sides. Significant changes to the timeline indicated in SOW might result in additional efforts. Any such efforts would be agreed previously via the Project Change Control Process (see section 2.11).

The “Configure & Build” phase concludes with the availability of the functional setup in the Test Environment. This is declared by SYNCRON through a formal declaration document with no necessity to be signed off by CUSTOMER.

Train & Test

The primary objective of the “Train & Test” phase is to complete final end-to-end testing of the application to ensure it is ready for go-live.

Based on completion of the “Configure & Build” phase, an end-to-end Super User training summary is provided in a dedicated session. Trainings will be recorded and provided to CUSTOMER for reference and reuse in future User trainings. Project specific training activities are further defined in SOW. After the end-to-end training, CUSTOMER will validate by means of a User Acceptance Test (“UAT”) that SaaS Solution is functioning according to the user stories validated during the configuration phase. The related UAT plan (i.e., test case description, test data and execution timeline) will be created and conducted by the CUSTOMER team with the help and oversight of SYNCRON.

The “Train & Test” phase will be concluded by UAT sign off from both CUSTOMER and SYNCRON. At this point, the go-live plan is mutually agreed.

Go-live & Close

During the “Go-live & Close” phase, the teams prepare and execute the go-live of SaaS Solution, based on the detailed go-live plan.

Unless otherwise defined in SOW, this phase starts with an activation of inbound interfaces and data loads to the Production Environment, followed by CUSTOMER production verification testing.

Go-live is defined as the activation of (automatic) data feeds from SaaS Solution to CUSTOMER production systems.

The structure of the go-live can be adjusted to accommodate for CUSTOMER specific rollout demands (e.g., phased rollout to meet unique regional requirements). Any adjustments to the phasing described above, which should be in scope of the Implementation Project, must be specified in SOW.

The hypercare period (post go-live support) starts with the business go-live, and its aim is to support a successful start of Users’ daily operations in SaaS Solution. In parallel, Super Users are introduced to Syncron Support. Next to any operational questions, open issues from UAT’s will be addressed and resolved during the hypercare period; non-critical Issues can also be handed over to Syncron Support. At the end of the hypercare period, SaaS Solution is transitioned to Syncron Support, who then serves as the point of contact for CUSTOMER operational questions.

The “Go-live & Close” phase is concluded by the Project close-out meeting. In this meeting, the Project will be reviewed with all Project stakeholders regarding Project outcome and any follow-up activities will be agreed as needed. The Project will be closed after stakeholders mutually agree on the Project sign-off report.

Project governance

To keep the Project moving in accordance with the mutually agreed Project plan, Project managers will conduct status meetings to align on operational activities and challenges. Additional alignment meetings between Project managers and/or teams are conducted as required by the Project.

Steering committee meetings are held to maintain a strategic overview with stakeholders and sponsors from both parties to decide on topics that could not be resolved on Project operational level. The steering committee typically meets every 4-6 weeks during the Project to allow a timely resolution of topics. Additional steering committee meetings can be requested by either Project manager.

Acceptance of Deliverables

The acceptance procedure for any Project deliverable or the completion of a Project phase or milestone shall be conducted in accordance with this section.

SYNCRON will notify CUSTOMER of a deliverable that demands approval at the time of its provision. Also, SYNCRON will notify CUSTOMER if the closure of a Project phase is related to the deliverable (so-called “phase acceptance notice”).

CUSTOMER is responsible for verifying if all requirements for applicable deliverable as well as acceptance criteria are provided in compliance with agreed specifications and the conditions of these Standard Terms for Professional Services, applicable SOW and documents expressly referenced herein, not later than the acceptance date.

If CUSTOMER does not object to the received deliverable and/or acceptance notice within five (5) business days after its delivery by SYNCRON, it shall be deemed approved by CUSTOMER. Both parties acknowledge that a delayed sign-off might have an impact on the following phases and therefore overall Project plan.

SYNCRON shall be responsible for correcting, at no additional cost to CUSTOMER, any objections, caused solely by SYNCRON or its subcontractor (if any), which results from the fact that SaaS Solution/deliverable has been implemented not in line with what was agreed to in applicable SOW, referenced documentation or these Standard Terms for Professional Services.

2.5.1 Project Phases Overview (SCD)

This section applies to the SCD variant only and replaces the corresponding standard section. The table below presents the key tasks and deliverables for each phase of the implementation project. Further details are described in the subsections that follow.

Initiate & Plan

The “Initiate & Plan” phase aims to mobilize the Project team and establish mutually agreed ways of working throughout the Project, including, but not limited to, the Project governance structure, file management, and communication tools. As an outcome, the agreed baseline will be documented in the Project Charter.

The “Initiate & Plan” phase is completed with the Project Kick-Off, during which the detailed Project plan is shared with the full Project team, including all relevant stakeholders.

During this phase, the following elements are agreed at a detailed level:

· project objectives and value drivers of the SaaS Solution;

· governance structure;

· Project team composition and organization;

· Project timeline and milestones.

Configure & Build

During the “Configure & Build” phase, configurations and value drivers are documented and agreed in alignment with the Project objectives, high-level scope, budget, timeline, and requirements as defined in the SOW. No documents other than those explicitly referenced and agreed between the parties shall be considered part of the Project scope.

Throughout this phase, configuration and integration activities are performed, during which the Project team establishes the process blueprint and defines all concepts and required functionality to be implemented, including relevant integrations and data loads.

CUSTOMER and SYNCRON agree that the implementation of standard functions and best practices, as provided by the SYNCRON standard SaaS Solution, shall take precedence over the adoption of as-is processes. Any gaps identified during the “Configure & Build” phase between the SYNCRON standard SaaS Solution and CUSTOMER business requirements shall be considered a material change to the Project scope and, as such, shall be subject to the Project Change Control Process (see Section 4).

Business use cases and required configurations are documented in the Solution Configuration Document (“SCD”), which serves as the primary reference for the configuration of the SaaS Solution. The SCD includes, at a detailed level, the following elements:

· concepts, business use cases, and in-scope functionality;

· integrations required to support business processes;

· CUSTOMER functional and non-functional configuration.

The SCD shall be signed off by both CUSTOMER and SYNCRON. Upon sign-off, the SCD shall prevail in the event of any conflict with the Standard Terms for Professional Services or this SOW. However, the SCD shall not amend any conditions defined in the MSA, OF, or SLA; in such cases, the Project Change Control Process shall apply (see Section 4).

This phase also includes the iterative configuration of the SaaS Solution (including interfaces) in accordance with the design defined in the SCD, as well as functional testing of configurations, interfaces, and data loads. These activities follow a mutually agreed “Configuration Sprint Plan,” taking into account resource availability and dependencies on both sides. Significant deviations from the timeline defined in the SOW may result in additional effort, which shall be agreed in advance through the Project Change Control Process (see Section 4).

The “Configure & Build” phase concludes with the availability of the functional setup in the Test Environment, as defined in the SCD. This is formally declared by SYNCRON through a declaration document, which does not require CUSTOMER sign-off.

Train & Test

The primary objective of the “Train & Test” phase is to familiarize Super Users with the SaaS Solution (“Super Users” are Users who take a leading role during the Project and in the operational use of the SaaS Solution) and to involve them in configuration and testing activities as early as possible.

Based on the iterative execution of the “Configure & Build” phase, newly configured elements and related CUSTOMER data are continuously validated by Super Users, enabling short feedback loops between SCD definition and testing. Training sessions are typically recorded and provided to CUSTOMER for future reference and reuse. Project-specific training activities are further detailed in the SOW.

Following completion of the “Configure & Build” phase, an end-to-end Super User training summary is delivered in a dedicated session. Subsequently, CUSTOMER performs a User Acceptance Test (“UAT”) to validate that the SaaS Solution meets the scope defined in the SCD. The UAT plan (including test cases, test data, and execution timeline) is prepared and executed by CUSTOMER, with support and oversight from SYNCRON.

The “Train & Test” phase concludes with UAT sign-off by both CUSTOMER and SYNCRON. At this stage, the Go-Live plan, including the handover to Syncron Support, is mutually agreed.

Go-Live & Close

During the “Go-Live & Close” phase, the Project teams prepare for and execute the Go-Live of the SaaS Solution in accordance with the agreed Go-Live plan.

Unless otherwise specified in the SOW, this phase begins with the activation of inbound interfaces and data loads to the Production Environment, followed by CUSTOMER production verification testing.

Go-Live is defined as the activation of automated data feeds from the SaaS Solution to CUSTOMER production systems.

The Go-Live structure may be adjusted to accommodate CUSTOMER-specific rollout requirements (e.g., phased rollout to meet regional needs). Any such adjustments that are within the scope of the Implementation Project must be defined in the SOW.

The hypercare period (post-Go-Live support) begins with business Go-Live and is intended to support a smooth transition to daily operations. During this period, Super Users are introduced to Syncron Support. In addition to operational support, open issues identified during UAT are addressed and resolved; non-critical issues may be transitioned to Syncron Support.

At the end of the hypercare period, the SaaS Solution is formally handed over to Syncron Support, which becomes the primary point of contact for CUSTOMER operational matters.

The “Go-Live & Close” phase concludes with a Project close-out meeting, during which Project outcomes are reviewed with all stakeholders and any follow-up actions are agreed. The Project is formally closed once all stakeholders approve the Project sign-off report.

Project governance

To keep the Project moving in accordance with the mutually agreed Project plan, Project managers will conduct status meetings to align on operational activities and challenges. Additional alignment meetings between Project managers and/or teams are conducted as required by the Project.

Steering committee meetings are held to maintain a strategic overview with stakeholders and sponsors from both parties to decide on topics that could not be resolved on Project operational level. The steering committee typically meets every 4-6 weeks during the Project to allow a timely resolution of topics. Additional steering committee meetings can be requested by either Project manager.

Initiate & Plan

The “Initiate & Plan” phase aims to mobilize the Project team and establish mutually agreed ways of working throughout the Project, including, but not limited to, the Project governance structure, file management, and communication tools. As an outcome, the agreed baseline will be documented in the Project Charter.

The “Initiate & Plan” phase is completed with the Project Kick-Off, during which the detailed Project plan is shared with the full Project team, including all relevant stakeholders.

During this phase, the following elements are agreed at a detailed level:

· project objectives and value drivers of the SaaS Solution;

· governance structure;

· Project team composition and organization;

· Project timeline and milestones.

Configure & Build

During the “Configure & Build” phase, configurations and value drivers are documented and agreed in alignment with the Project objectives, high-level scope, budget, timeline, and requirements as defined in the SOW. No documents other than those explicitly referenced and agreed between the parties shall be considered part of the Project scope.

Throughout this phase, configuration and integration activities are performed, during which the Project team establishes the process blueprint and defines all concepts and required functionality to be implemented, including relevant integrations and data loads.

CUSTOMER and SYNCRON agree that the implementation of standard functions and best practices, as provided by the SYNCRON standard SaaS Solution, shall take precedence over the adoption of as-is processes. Any gaps identified during the “Configure & Build” phase between the SYNCRON standard SaaS Solution and CUSTOMER business requirements shall be considered a material change to the Project scope and, as such, shall be subject to the Project Change Control Process (see Section 4).

Business use cases and required configurations are documented in the Solution Configuration Document (“SCD”), which serves as the primary reference for the configuration of the SaaS Solution. The SCD includes, at a detailed level, the following elements:

· concepts, business use cases, and in-scope functionality;

· integrations required to support business processes;

· CUSTOMER functional and non-functional configuration.

The SCD shall be signed off by both CUSTOMER and SYNCRON. Upon sign-off, the SCD shall prevail in the event of any conflict with the Standard Terms for Professional Services or this SOW. However, the SCD shall not amend any conditions defined in the MSA, OF, or SLA; in such cases, the Project Change Control Process shall apply (see Section 4).

This phase also includes the iterative configuration of the SaaS Solution (including interfaces) in accordance with the design defined in the SCD, as well as functional testing of configurations, interfaces, and data loads. These activities follow a mutually agreed “Configuration Sprint Plan,” taking into account resource availability and dependencies on both sides. Significant deviations from the timeline defined in the SOW may result in additional effort, which shall be agreed in advance through the Project Change Control Process (see Section 4).

The “Configure & Build” phase concludes with the availability of the functional setup in the Test Environment, as defined in the SCD. This is formally declared by SYNCRON through a declaration document, which does not require CUSTOMER sign-off.

Train & Test

The primary objective of the “Train & Test” phase is to familiarize Super Users with the SaaS Solution (“Super Users” are Users who take a leading role during the Project and in the operational use of the SaaS Solution) and to involve them in configuration and testing activities as early as possible.

Based on the iterative execution of the “Configure & Build” phase, newly configured elements and related CUSTOMER data are continuously validated by Super Users, enabling short feedback loops between SCD definition and testing. Training sessions are typically recorded and provided to CUSTOMER for future reference and reuse. Project-specific training activities are further detailed in the SOW.

Following completion of the “Configure & Build” phase, an end-to-end Super User training summary is delivered in a dedicated session. Subsequently, CUSTOMER performs a User Acceptance Test (“UAT”) to validate that the SaaS Solution meets the scope defined in the SCD. The UAT plan (including test cases, test data, and execution timeline) is prepared and executed by CUSTOMER, with support and oversight from SYNCRON.

The “Train & Test” phase concludes with UAT sign-off by both CUSTOMER and SYNCRON. At this stage, the Go-Live plan, including the handover to Syncron Support, is mutually agreed.

Go-Live & Close

During the “Go-Live & Close” phase, the Project teams prepare for and execute the Go-Live of the SaaS Solution in accordance with the agreed Go-Live plan.

Unless otherwise specified in the SOW, this phase begins with the activation of inbound interfaces and data loads to the Production Environment, followed by CUSTOMER production verification testing.

Go-Live is defined as the activation of automated data feeds from the SaaS Solution to CUSTOMER production systems.

The Go-Live structure may be adjusted to accommodate CUSTOMER-specific rollout requirements (e.g., phased rollout to meet regional needs). Any such adjustments that are within the scope of the Implementation Project must be defined in the SOW.

The hypercare period (post-Go-Live support) begins with business Go-Live and is intended to support a smooth transition to daily operations. During this period, Super Users are introduced to Syncron Support. In addition to operational support, open issues identified during UAT are addressed and resolved; non-critical issues may be transitioned to Syncron Support.

At the end of the hypercare period, the SaaS Solution is formally handed over to Syncron Support, which becomes the primary point of contact for CUSTOMER operational matters.

The “Go-Live & Close” phase concludes with a Project close-out meeting, during which Project outcomes are reviewed with all stakeholders and any follow-up actions are agreed. The Project is formally closed once all stakeholders approve the Project sign-off report.

Project governance

To keep the Project moving in accordance with the mutually agreed Project plan, Project managers will conduct status meetings to align on operational activities and challenges. Additional alignment meetings between Project managers and/or teams are conducted as required by the Project.

Steering committee meetings are held to maintain a strategic overview with stakeholders and sponsors from both parties to decide on topics that could not be resolved on Project operational level. The steering committee typically meets every 4-6 weeks during the Project to allow a timely resolution of topics. Additional steering committee meetings can be requested by either Project manager.

Acceptance of deliverables

The acceptance of Project deliverables, as well as the completion of Project phases or milestones, shall be governed by this section.

SYNCRON will notify CUSTOMER when a deliverable requires approval upon its delivery. SYNCRON will also indicate whether the closure of a Project phase is linked to such deliverable (a “phase acceptance notice”).

CUSTOMER is responsible for verifying that each deliverable meets the agreed requirements and acceptance criteria in accordance with the applicable SOW, referenced documentation, and the Standard Terms for Professional Services, no later than the defined acceptance date.

If CUSTOMER does not raise any objections within five (5) business days of delivery or receipt of the acceptance notice, the deliverable shall be deemed accepted. Both parties acknowledge that delayed sign-off may impact subsequent Project phases and the overall Project timeline.

SYNCRON shall, at no additional cost to CUSTOMER, correct any defects attributable solely to SYNCRON (or its subcontractors) where the deliverable or SaaS Solution has not been implemented in accordance with the agreed SOW, referenced documentation, or the Standard Terms for Professional Services.

2.6 SYNCRON Project Team

To support delivery of the Implementation Project, SYNCRON will typically assign a project team covering project management, functional, and technical responsibilities. The specific role assignment and level of involvement may vary depending on project scope and will be confirmed during the “Initiate & Plan” phase.

2.7 CUSTOMER responsibilities & project team

The below CUSTOMER responsibilities are crucial for a successful implementation:

· CUSTOMER is responsible to have a Test Environment of any receiving ERP-systems available from beginning of integration configuration. For SaaS Solution to be properly tested, it needs to send data to a receiving test ERP-system.

· CUSTOMER will provide SYNCRON with access, if needed remote, to all documentation, facilities and personnel required to support business and IT requirement definition activities necessary to provide Professional Services.

· CUSTOMER will obtain necessary third-party consents to enable SYNCRON to access third party applications and/or systems to the extent necessary to implement SaaS Solution.

· SYNCRON will have no responsibility for the performance of other contractors or vendors engaged by CUSTOMER, or delays caused by them, in connection with the SaaS Solution. · For acceptance of deliverables, CUSTOMER will perform its obligations under section 2.6 above.

The CUSTOMER will make available suitably qualified personnel to carry out the activities assigned to the CUSTOMER and to participate, as reasonably required, in agreed project meetings, workshops, trainings, walkthroughs, and milestone events. The associated schedule will be established during the “Initiate & Plan” phase and will support achievement of the agreed target dates. The roles listed below represent typical CUSTOMER personnel involved in the project.

If SYNCRON must perform additional services as a result of CUSTOMER’s failure to timely and properly perform its responsibilities, the costs associated with such services will be addressed via the Change Control Process as specified in section 2.11.

3 PAYMENT TERMS

Payment model description, Professional Services Fee, Rate Card and estimates of effort are stipulated in SOW.

3.1 Special Services Rates

Any CUSTOMER request for SYNCRON to execute activities and/or stand-by outside of regular business hours (9 am to 5 pm SYNCRON local time), Monday through Friday, except Bank Holidays, needs to be approved by SYNCRON prior to execution.

Work executed outside of regular business hours on CUSTOMER request is compensated at 150% of the agreed rate indicated in sec. 2.2 of SOW (“Implementation Project commercials”).

Time spent in stand-by on CUSTOMER request is compensated at 75% of the agreed rate as indicated in SOW. Time spent in stand-by outside of regular business hours on CUSTOMER request is compensated at 125% of the agreed rate as indicated in SOW.

If the activities are approved by SYNCRON, SYNCRON shall be entitled to issue additional invoice to cover the costs stipulated in this section 2.10.1 regardless of any pre-agreed payment set up and CUSTOMER will perform any internal activities to allow timely payment to SYNCRON.

3.2 Travel expenses

In accordance with industry practice, travel time, travel expenses, accommodations and allowances are not included in the Professional Services fee (as specified in SOW) and will be compensated at the actual pass-through costs. Travel time during regular business hours is compensated with full agreed rate as indicated in SOW, whilst travel time outside regular business hours is compensated with half of the agreed rate. Unless further specified in SOW, onsite activities and related travel will be agreed by both parties as required. CUSTOMER shall approve all travel estimates beforehand in writing. In case of cancellation after resource schedules and travel plans have confirmed, CUSTOMER will bear all related travel and/or cancellation costs unless the cancellation has been requested specifically by SYNCRON.

3.3 Invoicing of Professional Services Fee (time and material), Special Services, Travel Expenses

Invoicing for Professional Services as well as additional incurred services will be performed at the end of each month based on delivered hours in that month and the hourly rates defined in the SOW. Invoiced fees are due net 30 days from the invoice date.

4 PROJECT CHANGE CONTROL PROCESS

If any modifications to these Standard Terms for Professional Services or SOW proposed by either party constitute material changes to the scope, functionality or responsibility, the provisions for project change shall apply as described in this Project Change Control Process. Evaluation and/or implementation of requested changes might result in modification to the fees, schedule, or other terms of these Standard Terms for Professional Services or SOW. If the change in scope requires additional funding (e.g., additional project activities), the fees shall be calculated per the Rate Card specified SOW, unless otherwise agreed in a Change Request.

SYNCRON shall not perform, nor shall CUSTOMER be obligated to pay for, any such change without the mutual agreement in a Change Request by both CUSTOMER and SYNCRON.

SYNCRON will be responsible for the following actions based on issuing or receiving a modification request:

· record the topic in the project change request log and inform CUSTOMER about the process start;

· provide an estimate of the impact of the proposed change to schedules, functionality or cost;

· evaluate the impact of not performing the change;

· prepare a response to the proposed change;

· if both parties agree that the change should be performed, SYNCRON will obtain authorizing signatures from both parties and return the signed copies of Change Request to all stakeholders, in case the requested change influences stipulations of the Order Form there will be a new Order Form signed between the parties;

· if the change is not agreed to, SYNCRON will discuss and document the objection with CUSTOMER.

After the Change Request has been signed, then work may be scheduled or rescheduled as necessary.