APPENDIX 7C

WORK ORDER TEMPLATE C

WORK ORDER C FOR APPLICATION DEVELOPMENT SERVICES

Project name: NL WO 8036 Hybrid 2.0 Build to Closure

Work Order name: NL WO 8036 Hybrid 2.0 Build to Closure

Project ID: NL WO 8036

Supplier Proposal Number: NL WO 8036

Contract Number: NL WO 8036

Work order Status: Ready for review / signature

Change Log

Version Edited By Change Made

1.0 Dirk Nederhorst Initial version
2.0 Dirk Nederhorst Updated effort, budget and start date

This Work Order is entered into pursuant to:

(A) the Domain Services Agreement between Vodafone Group Services Limited (Vodafone)
and IBM United Kingdom Limited (Supplier) effective 1st July 2011 (the Domain Services
Agreement or DSA);
(B) the Domain Purchasing Agreement between Vodafone Group Services Limited, Vodafone
Libertel B.V. (Vodafone Contracting Company), IBM Nederland B.V. (Supplier
Contracting Company), and IBM United Kingdom Limited (Supplier) (the "DoPA"),
dated 28 September 2012.

(together the "Enabling Agreement").

This Work Order describes Scope of Services to be provided by the Supplier and Supplier Contracting
Company to Vodafone and the Vodafone Contracting Company under the Enabling Agreement and,
from the Work Order Effective Date, is part of the Enabling Agreement.

The parties hereto, each by a duly authorised representative (which in the case of Vodafone is a
Vodafone Authorised Representative), have executed this Work Order as of the date set out below.
This Work Order is effective as of the Work Order Effective Date.

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VODAFONE PROCUREMENT COMPANY IBM UNITED KINGDOM LIMITED
S. R.L. in its capacity as a duly authorised
attorney for VODAFONE GROUP
SERVICES LIMITED pursuant to a Power of
Attorney dated 7 April 2008

By: __________________________ By: __________________________

Signed:_______________________ Signed:________________________

Title:_________________________ Title:__________________________

Date:_________________________ Date:__________________________

VODAFONE PROCUREMENT COMPANY IBM NEDERLAND B.V.

S. R.L. in its capacity as a duly authorised
attorney for VODAFONE GROUP
SERVICES LIMITED pursuant to a Power of
Attorney dated 7 April 2008

By:__________________________ By: __________________________

Signed:_______________________ Signed:________________________

Title:_________________________ Title:__________________________

Date:_________________________ Date:__________________________

VODAFONE PROCUREMENT COMPANY

S. R.L. in its capacity as a duly authorised
attorney for Vodafone Libertel B.V. pursuant to

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a Power of Attorney dated []

By: __________________________

Signed:_______________________

Title:_________________________

Date:_________________________

VODAFONE PROCUREMENT COMPANY

S. R.L. in its capacity as a duly authorised
attorney for Vodafone Libertel B.V. pursuant to
a Power of Attorney dated []

By:__________________________

Signed:_______________________

Title:_________________________

Date:_________________________

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1 Recital

1.1 This Work Order shall commence on the Work Order Effective Date and shall, unless
terminated earlier in accordance with the terms of the DSA, continue in force until all of
the Services described or referenced in this Work Order have been completed by the
Supplier and paid for by Vodafone.

1.2 Unless otherwise expressly stated herein, the defined terms in the Domain Services
Agreement shall have the same meaning in this Work Order.

2 Project Managers

Vodafone Project Manager Supplier Project Manager

Name Ton Kitselaar Frank van der Lee

Telephone and +31-655171752 +31-651798282

Email Contact
Details ton.kitselaar@vodafone.com Frankvanderlee@nl.ibm.com

3 Project Description

Describe briefly the Project. There are special provisions in the DSA that relate to a
project that is identified as a Critical Project in a Work Order. If the project is a
Critical Project this must be specified in this section.

Vodafone Contracting Company launched the project Hybrid 2.0. This project will build upon
the earlier Flex project. The main improvements include:

Improvement of the priceplan to 4 sequental priceplans

Discount option for Hybrid 2.0
Improved reporting in Atlas

This Work Order relates to the BI part of the project.

For BI specifically, there are 2 requirements:

Ensure proper data available for reconsolidation between Surepay bundle activation and
renewal events with Vesta payments.
Ensure data receival rom MOSA to ATLAS related with discount generated by Unica
campaign.

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4 Project Type

Please indicate by ticking one box only which type of Project this Work Order is related
to. The different types of Projects are defined in the Service Catalogue.

Project Name Tick One Only

Large Project X
Small Project
Mini Project
Factory Project
Fast Track Project

5 Services and Deliverables

From business perspective Hybrid 2.0 is mainly focused on the capability to introduce more
than one Hybrid Price Plan and the capability to apply reduced monthly charges, based on
campaign data from Unica.

Earlier in (Flex) Hybrid 1.0 it was not possible to link data from Vesta system with data from
Surepay (containing product id) system in order to reconcile and check the monthly charge.

The payment information from Vesta does not have any product Id information. Vesta payments
happen few days after Surepay balance event data come to ATLAS. The Surepay balance events
do not contain the event amount so it is not possible to reconcile between Surepay events and
Vesta payments.

As part of Hybrid 2.0 reference tables are required that will allow reconciliation (Flex product)
of monthly charge versus monthly bundle using price plan id into account. The approaches
considered have been depicted below.

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Technical scope:

The technical scope of the project is based on the document Solution Design BICC HLD,
V0.9, 2 June 2014.

Two new Interfaces (feeds) via DDL expected towards Atlas from Mosa. The first feed will
contain price reference data related to a combination of price plan name and bundle (fbs) name.
The second feed will contain discount data for customers (CTNs) w.r.t. to particular
campaigns.

The technical scope is based on automated file transfer of Hybrid Price Plans from MOSA to
Atlas.

The following diagram shows (high level) the impacted areas:

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 FLEX 2.0

CVM Unica

MOSA Ciboodl Surepay

Vesta
Discount e System
OMS data and
FBS data

CRM
DDL
EPC

Unify

Landing Strip
REMED
NGC
Y
3TM PRM

LIL/ (Interconnec LDM

(Devic ( DATA MODEL )
ODS t Data)
e Other Extracts
Data)

NPTM

(Number CITO Roamin Touchp Ciboo Synova

Portability DB g DB dle te
oint
GEMINI Data)

(Billing Legend
Data) ATG/
CCD DSS Frontw IVR DMS No impact
ave
Impact
MDM
CMC PREPAY
CARs Unknown Impact
TRACKS

New

DATAMARTS ATLAS GDD Extracts

Under discussion
(DATA MODEL )

BI AREA

Out of scope:

Report generation
Process development for reconciliation between existing Vesta payments and Surepay
events
No impact of Surepay and Vesta feeds to Atlas

Services scope

The Supplier Contracting Company shall perform the Services set out in the DSA Service
Catalogue. The scope of services for this Work Order includes:

Project management
Detailed Design
Build & Unit Testing
System Testing (ST)
System Integration Testing (SIT)
User Acceptance Testing (UAT) support
Stabilization/Performace Testing
Roll out & Go live
Aftercare

The scope of services for this Work Order excludes:

Performance Testing
Report design and development

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 Data cleansing (Trillium cleansing not required)
Software licenses cost (see section 8 & 10)
Hardware and storage (see section 8 & 10)

The Deliverables (Build and DAT phases) are set out below:

Activity Deliverable Specific Assurance Language

Criteria [Note: The
default in
[Note: refer to relevant the DSA is
document that contains English]
Specific Assurance
Criteria]

Project Plan Project Plan

Produce Detailed Detailed Design Specification

Design
Specification Interface Specification

Produce ST and ST/SIT Test Cases/Scripts

SIT Plan
ST/SIT Test Plan

Review & Test Plan feedback

Signoff UAT test
plan

Produce Application Documentation

Application (multiple documents)
Documentation

Perform ST and Final ST and SIT Report

SIT

Prepare Software Release Candidate Build

Build &
Packaging

Defect Defect fixes

Management

Component Build (Final)

Finalise Implementation/deployment
Application plan, system test report and
Documentation operational manual

Prepare Software Release Candidate Build

Build &

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 Packaging

Project Status Project Status Report

Reporting

Project Risk & Issues

Register (Updated)

6 Supplier Key Roles

If there are any Supplier Key Roles required for this Work Order in addition to those
listed in Chapter XV.

Key Supplier Role Key Person List Phases for which Key

7 Specific Approved Service Delivery Location for AD Services

List the Approved Service List the details of other agreed delivery locations that are
Delivery Location used not Approved Service Delivery Locations
IBM Pune IBM Kolkata
IBM Bangalore

8 Vodafone Responsibilities

List only Vodafone Responsibilities which are relevant and relate directly to the AD
Services set out in this Work Order. Set out all Vodafone Facilities and resources
required with relevant dates, subject always to Part F of Chapter IV of the DSA.

Vodafone Responsibilities include the responsibilities of Vodafone set out in Part F of Chapter
X of the DSA and the Vodafone Responsibilities set out below:

Vodafone Responsibility Suppliers Dependent Activity

Provide development and test environments and Start of development and testing
access to respective environments.

Provide necessary test data to perform the Unit Development and Test
Test, System Test, SIT and UAT support. Sample
data for build to be provided by 01 August and
test data for System Test to be provided before 01
October.

Support for new connectivity setup. Start of Development and Test

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 Provide additional Ab Initio rental licenses (2 Development and following phases
GDE for 6 months) ultimately 28 July 2014.

Approve System, System Integration and Start of testing

Regression scripts/test cases prior to respective
testing.

Assure Supplier Contracting Company Project planning

deliverables within 5 working days after
submittance (or else if agreed).

9 Assumptions

List only the specific Assumptions that are relevant and relate directly to this Work
Order.

Specific Assumption Impact

Additional requirements and/or scope will lead to Project planning and cost
additional effort following the DSA change
process.
ATLAS configuration management standards N/A
apply as included in the document
Configuration Management Standards, 1.0
Final, 26 October 2012
No History loading will be needed as part of this Project planning and cost
project.
No impact on the feeds received from Vesta and Project planning and cost
Surepay

The 2 new files from the MOSA interfaces will Project planning and cost
be available as agreed per HLD design.

KPI and metadata files will be provided by Project planning and cost
MOSA for the two feeds from MOSA to ATLAS
as per HLD design.

During the HLD phase it was analysed that the Project planning and cost
table Product_item_hist is sourced from Gemini
and EPC Unify. During Detailed Design to
revisit if any other source data is populated into
this table [or any other set of ETL processes
which populate data other than those related to

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 Gemini/Epc].

MOSA will be providing the CTN values in the Project planning and cost
same format as visible in the sample file from
UNICA and in this case no additional data
cleansing will be required on the CTN values as
agreed with Gavin Rene from VF CVM team.

Expected storage capacity is 1 MB per day on N/A

production, so one year storage requirement is
~365 MB, which should be sufficient with
current production storage capacity.

10 Charging Mechanisms

Charging Mechanism Tick One Only Complete only the corresponding

section
Fixed Price X 10.1
Capped Time & Materials 10.2
Role-Based Time & Materials 10.3
Gain Share Time & Materials 10.4
Risk and Reward 10.5
Incentive 10.6

10.1 Fixed Price

The total fixed price project charges for this Work Order are 69.645 (including fixed price
uplift and including Travel & Living expenses, but excluding applicable taxes). Distribution of
effort across DSA Skill Grades is included in appendix B.

Not included in the above project charges are:

Cost related to required storage.

Additional Ab Initio rental licenses (2 GDE for 6 months); that will require ordering by
Vodafone Contracting Company (BICC) directly to the software vendor. Indicative cost
approximately 8.500, to be confirmed by software vendor to Vodafone Contracting
Company.
AM/AO related charges (but not expected)

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 Services will be billed according to the following billing schedule:

Payment Milestone Payment Milestone Charges Total Fixed

Date Price
Detailed Design ready 8 August 2014 10.447 69.645
Build & Unit Test ready 3 October 2014 13.929
System Test / SIT ready 7 November 2014 10.447
UAT support ready 28 November 2014 6.965
Deployment 19 December 2014 6.965
1
Aftercare ready 16 January 2015 20.892

11 Travel and Living Expenses

These expenses are included in the fixed price for this Work Order.

12 Intellectual Property Rights

Chapter XII of the DSA sets out ownership of and Licences to IPR. In certain limited
situations the type of Licence granted and terms may be varied where agreed by the
parties in accordance with the terms of the DSA and set out below.

13 Use of Open Source Software

Describe in detail any Open Source Software incorporated in specific Vodafone Developed
Materials (see Clause 25.2 of the DSA).

Open Source Software Vodafone Developed Material Type of Open Source

in which the Open Source Licence
Software will be incorporated
[Warning Note: do not fill out
this table without prior sign-off
from Vodafone legal team and
authorisation from the Head of
COE in accordance with the
Governance Policy]
N/A

1
Related to Domain Services Agreement clause (last payment milstone being 30% of total project charges).

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14 Supplier Embedded IPR
Describe in detail all Supplier
Embedded IPR.
Supplier Embedded IPR to be
incorporated in Vodafone
Developed Materials
N/A
15 Third Party Embedded IPR
Describe in detail all Third Party The Supplier grants Vodafone a Developers Licence
Embedded IPR.
Third Party Embedded IPR to
be incorporated in Vodafone
Developed Materials
N/A
Describe in detail any Third Party IPR that is not Third Party Embedded IPR that either
party shall procure for the other party (see Clause 185 of the DSA).
Third Party IPR Licensee
[Warning Note: do not
The Supplier grants Vodafone a Perpetual Licence to
Supplier Embedded IPR under Clause 181.1 of the
DSA.
ONLY where any Supplier Embedded IPR is
Licensed to Vodafone on terms DIFFERENT to that
set out in the DSA should the section below be filled
out in detail.
Licence terms (if not Perpetual Licence)
[Warning Note: do not fill out this table without prior
sign-off from Vodafone legal team and authorisation
from the Head of COE in accordance with the
Governance Policy]
to Third Party Embedded IPR under Clause 181.2 of
the DSA.
ONLY where any Third Party Embedded IPR is
Licensed to Vodafone subject to overriding conditions
should the section below be filled out in detail.
Overriding conditions
[Warning Note: do not fill out this table without prior
sign-off from Vodafone legal team and authorisation
from the Head of COE in accordance with the
Governance Policy]
Licensor Terms of the
Licence (x-refer to
actual licence if
necessary)
including cost
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 fill out this table without
prior sign-off from
Vodafone legal team
and authorisation from
the Head of COE in
accordance with the
Governance Policy]
N/A

16 Commercial Licences

Describe in detail any Commercial Licence that is required for this Work Order including
the terms and licence fees, for example, a Commercial Licence may be required where:

(a) Supplier IPR that is not Supplier Embedded IPR is required after the Term of the
DSA (see Clause 182.2 of the DSA); or

(b) An Interdependent Application (that is not granted any other Licence) is required by
Vodafone (see Clause 184.1 of the DSA).

Describe in detail any Commercial Licence that is required for this Work Order including
the terms and licence fees.

IPR the subject of the Licensee Licensor (Vodafone Terms of the

Commercial Licence or Supplier). If Licence (x-refer to
Vodafone, indicate if actual licence if
Supplier must necessary)
procure licence. including cost
[Warning Note: do not
fill out this table without
prior sign-off from
Vodafone legal team
and authorisation from
the Head of COE in
accordance with the
Governance Policy]
N/A

17 Assignment of Vodafone Developed Materials

Vodafone Developed Materials shall be assigned to Vodafone Group Services Limited

under Clause 177.5 of the DSA.

ONLY complete this section if Vodafone Developed Materials are to be assigned to a

Vodafone Group Company other than Vodafone Group Services Limited.

Vodafone Developed Materials to be assigned to a Vodafone Group Company

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 Vodafone Group Company other than Vodafone Group
Services Limited
[Warning Note: do not fill out this table without prior sign-off
from Vodafone legal team and authorisation from the Head of
COE in accordance with the Governance Policy]
N/A

18 Employee Transfer

If this Work Order involves the provision of services that were previously provided by
another supplier or Vodafone please complete this Section.

As this area is highly technical please contact your respective HR teams before
completing this section.

The relevant contract details are:

Vodafone:

Supplier:

Also note that assumptions (if any) relating to the amount of the salary and benefits for
Listed Employees, and the impact on the Charges under this Work Order (including the
period of such impact) if the Listed Employees' salary and benefits is greater or less than
the assumed amount should be listed in paragraph 9.

Supplier Role Listed Employee Transfer Listed Employees

Date
[Note: blank at date of
execution. To be completed
in accordance with
Chapter XV of the DSA]
N/A

19. Personal Data

As this area is highly technical please contact your respective privacy teams before
completing this section.

The relevant contract details are:

Vodafone: TBD

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 Supplier: Mason, J E (Jane) / +44-(0)7796 390890 / jane_mason@uk.ibm.com

19.1 Access to personal data

Will the Supplier have access to any Vodafone Personal Data in providing the Services
under this Work Order?

Note: Personal Data means any data about identifiable individuals (such as Vodafone's
employees and customers). If you are in any doubt about whether any data is Personal Data,
please contact the individual identified above. If the answer to this question is 'no', the
remainder of this Part D can be ignored. If the answer to this question is 'yes', please
contact the individual above before signing this Work Order, and please also answer the
remaining questions in this Paragraph 19.

Yes

19.2 Type of individuals

To which types of individuals does the data relate (e.g. employees or customers of
Vodafone)?

1. Vodafone Contracting Company customers

2. Vodafone Contracting Company employees

19.3 Description of Personal Data

Describe briefly the data.

Customer data, including Contact details like NAW, Products, Subscriptions, Usage, Invoices,
Prepaid Balance, Contact preferences, Call information, Campaign information, Social
demographic details.

Employee data, including Name of Sales, Contacts of customer, Case management.

Personal data of medium security category:

Bank Account Number

Driver licence number

National identification card number

Passport number

Credit Card Numbers as token (tokens are numbers that refer to credit card numbers, but are not
credit card numbers itself)

Date of Birth

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 Gender

19.4 Transferring Personal Data

Will any of the data be transferred outside the country in which it is currently stored, or
will the Supplier remotely access the data from any country other than the country in
which it is currently stored? If so, in which country is the data currently stored and to
which country will it be transferred/from which country will it be accessed?

Yes. For the purposes of delivering the Services above, Vodafone Data set out above will not be
hosted, but will be accessed from outside the European Economic Area.

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 Appendix A

Project Plan for AD Services

The high level project plan for this Work Order is the following:

Project start date: 23 June 2014

Project end date: 16 January 2015

Phase Start date End date

1 Detailed Design 23 June 2014 8 August 2014

2 Build & Unit Test 11 August 2014 3 October 2014
3 System Test / System Integration Test 6 October 2014 7 November 2014
4 UAT support 10 November 2014 28 November 2014
5 Deployment 1 December 2014 19 December 2014
6 Aftercare 22 December 2014 16 January 2015

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Appendix B

Resource Profile for AD Services (days)

DSA Skill
Grade Local Landed Offshore
SI1 Program Manager SI 4,8
SI2 Project Manager SI 1,0 29,0
SI3 Principal System Architect
SI4 System Architect
SI5 System Analyst 13,5 73,5
SI6 Developer 90,0
SI7 Administrator
SI8 Tester 77,0
Total 5,8 13,5 269,5

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 Appendix C:

APPENDIX 1 / SCHEDULE 2

TEMPLATE DATA PROCESSING APPENDIX

HYBRID 2.0 BUILD TO CLOSURE

This Appendix, including any relevant attachment, describes the types of Vodafone Data, and the
purposes for which that Vodafone Data may be Processed by the Processor.

Vodafone is:

an electronic communications service provider of mobile and wireless telecommunications network

services and products, and manages personal and traffic data related to its customers use of its
mobile communications network (both enterprise and consumer), and other customer information
relating, but not limited to, customer care, customer management, customer insight and analysis, and
marketing business functions.

The Processor is:

IBM United Kingdom Limited and the sub-Processor is IBM Nederland B.V

The Services that require the Processing of Vodafone Data:

The sub-Processor will supply information consulting services for OSS & BSS unified data architecture.

Data subjects:

See paragraph 19

Categories of Vodafone Data:

See paragraph 19

Special categories of data:

No special categories of data will be used.

Location:

For the purposes of delivering the Services above, Vodafone Data set out above will not be hosted, but
will be accessed from outside the European Economic Area.

Notices:
If to Vodafone:

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Global Privacy Manager

Group Legal Department

Vodafone House

The Connection

Newbury

RG14 2FN

UNITED KINGDOM

Fax number: +44 (0)1635 580857

If to Processor:
Data Security Lead

Vodafone Integrated Account Team

IBM United Kingdom Limited

PO Box 41

North Harbour

Portsmouth

Hampshire

PO6 3AU

UNITED KINGDOM

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