This CLM Business or Enterprise Edition Accelerator 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.

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. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be necessary.

1.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

1.2 Product Scope

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, or Adobe, or DocuSign E-Signature Adaptor
• Conga Grid

1.3 Functional Use Case Scope

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of TWO (2) agreement types based on the criteria below.
Create Agreement	Agreement creation from account / opportunity for TWO Agreement types [e.g. NDA & MSA] in following three (3) pre-configured modes/flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals)	Minor changes to pre-configured Agreement Types, Agreement flow(s), data fields, pick list values etc. Up to THIRTY (30) additional data fields Up to FIVE (5) validation Rules Up to FIVE (5) workflow Rules Minor changes to FIVE (5) email templates (excluding approval email templates)
Populate Agreement Details	TWO (2) preconfigured Agreement page layouts provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE (1) Agreement template for EACH Agreement type Any ONE (1) language for respective template For both templates, consisting of up to FOURTY (40) pages total and up to FIFTY (50) conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to SIXTY ( 60) merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to FOURTY (40) pre-approved alternate clauses
Business Process
Process Flows	Pre-configured Process Flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals) These process flows will also support the use cases of: Store executed document Third party paper	The THREE (3) pre-configured process flows are included: Self-Serve Legal Assist (no approvals)  Legal Assist (with approvals) Minor updates to the preconfigured flows.
Request Wizard	A pre-configured wizard intake page is included that includes ONE (1) page and FIVE (5) questions to guide requestors in the input of data for the correct agreement type	Updates to the wizard can include: Up to TEN (10) additional data entry fields or questions Up to ONE (1) additional page
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE (3) Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR (4) Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE (5) Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB) Customer Branding changes include a customer image/logo, signature line formatting, and additional verbiage such as a confidentiality statement with defined sizing that is to be included in the email template header/footer.
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Set up of One (1) E-signature solution is in scope Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Updates for customer branding limited to including customer logo or name only
Reports & Dashboards	Standard reports are available	OOTB
Approval Center Dashboard	Pre-configured GRID view of approvals and ability to take approval actions	Minor updates to the GRID view

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

Note: Minor changes a noted above are defined as those configuration changes that would take less than 4 hours of effort for any specific functional area. For example, on the page layout a minor change would be adding and changing display of data fields for View and Edit mode: including sections, section headers, field names, orientation of fields and buttons. The Conga project team will make good faith efforts (in Conga’s sole discretion) to accommodate changes that do not impact the overall estimated work and defined timeline.

1.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts, Users)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
• Production of Customer’s CRM reports
• Administration of Customer’s CRM system and platform, including Single Sign-On configuration, security framework, or user set up.
• Setup and onboarding of Conga Contract Intelligence functionality

2. Deliverables and Acceptance Criteria

2.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

2.2 Acceptance of Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

3. Project Methodology & Delivery Assurance

3.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – This is a critical phase of the overall effort that helps ensure that Conga can implement the solution in the Project Plan timeline. The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will conduct an Introduction and Customer Readiness Kick-off call and provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase.

The key data and requirements are as follows:

Data Preparation and Requirement Item	What Conga Requires from the Customer
Agreement Types and Fields	Agreement types you want to be implemented in Conga (e.g. NDA, MSA, etc.) Agreement Fields needed for each Agreement Type
Agreement Layouts	The location of the fields (within the 2-column layout and sections) Fields as required, if applicable The section labels
Business Rules	Identify if a field has a default value and Help Text Identify if the field requires validation rules and error messages Identify the list of required email notifications (and associated email templates)
Agreement Templates	Agreement Template for each Agreement Type in MSWord docx format.  Each Agreement Template should be marked-up to identify the following using the mark-up guidelines: Dynamic Fields Clause Language and Smart Clauses Conditional logic, if applicable to fields, clauses and/or text in your document
Customer Branding	Your logo to be displayed in the application Email template branding requirements
Approval Details	Business Conditions (approval criteria) Approvers: For each condition who is the corresponding approver(s)? Is it a person, role or a queue (group of users)? Order of approvals: Please provide the routing order of the approvals. Approval requests can be routed to the approvers either sequentially or in parallel. Attach any document which details your current approval process or steps
Signature Details	eSignature software to be used, if applicable For each Agreement Type: Type of signature process Number and order of Signers
Sandbox/Environment Details	Access to a development Sandbox for the Conga implementation Access to a test Sandbox for testing the Conga implementation
Key Performance Indicators	The list of your Key Performance Indicators (KPI) for the CLM implementation.

The customer will need to plan for and allocate the appropriate resources and time to prepare and provide the above noted necessary data and key requirements. Typical resources and level of efforts are noted below:

Resource	Estimated Time Necessary During Customer Readiness Phase
Project Manager/Coordinator	20 hours
Legal/Business Subject Matter Experts	60-80 hours depending on requirement complexity
IT/Technical Contact	20 hours

Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings
• Four x 1 hour consultation meetings
• One x 2 hour final pre-work review meeting.
• Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared and updated as necessary and agreed upon between Customer and Conga, and a kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare, starting after production deployment.

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

4. Project Plan 

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Readiness Phase and Pre-requisite Deliverables defined below.

The Project Plan will be constructed based on the known requirements, estimated effort, and scope set forth herein this Statement of Work. The Project Plan will be confirmed, updated as necessary, and agreed upon with the Customer after the Customer Readiness Phase is completed and during the Plan Phase. If Customer cannot meet the timeline obligations in the agreed timeline and/or delays Conga’s work due to no fault of Conga, Customer agrees to purchase an Accelerator Add-o n 20 Hour Block SKU for each week of delay.

Project Plan duration: The baseline Project Plan timeline is 8 Weeks (7 Weeks from Project Kick-off to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan of -7 weeks will require a new SOW or purchase of Accelerator Add-on 20 Hour Blocks. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work and an updated Project Plan timeline will be established and agreed upon between Conga and Customer. Extensions for the project shall not exceed 20 weeks from the project start. A new SOW is required for an extension beyond 20 weeks.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays.

4.1 Customer Readiness

The Customer Readiness phase is estimated to last up to four (4) weeks, however, this is dependent on the Customer’s state of readiness and ability to provide the data and requirements noted in Section 3.0, and is not included in the Project Plan timeline.

4.2 Kickoff

The Project Kick-off and Project Plan timeline will start upon completion of the Customer Readiness phase.

4.3 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

4.4 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

5. Resourcing, Roles and Responsibilities

5.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

5.2 Customer Roles and Responsibilities

5.3 Conga Roles and Responsibilities

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

5.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 3.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

5.5 Project Work Products and Activities

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

5.6 Customer Project Deliverables

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

6. 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.

7. Project Governance

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)
    

Appendix A – Salesforce Platform Assumptions

Salesforce Lightning Platform Assumptions (referred to as “Platform”)

Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following An (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.

Appendix B – Glossary of Terms

Agreement Types: And Agreement Type such as NDA, MSA or SOW is the classification within Conga CLM that is used as a container of configuration and represents the end-to-end lifecycle of a contract request to contract execution. The various configurations included for implementation of one Agreement Type include data structures, workflow rules, validations, notifications, field/button display, approvals, templates. Within the Accelerator the parameters for each of the configuration items are a fixed scope.

Page Layout: A Page Layout is a specific view within Salesforce that is specific to an data object and displays relevant meta-data, related lists, actions, and links to other related functions. Within the CLM Accelerator, one page layout will be provided and configured for each Agreement Type in scope.

Process Flows: Process Flows are defined end-to-end flows a contract lifecycle and include pre-configured automated steps to guide a user through the contract process. Flows can contain steps to require approvals, change the process stage, hide/display action buttons, and send email notifications to users to take action. The CLM Accelerator contains three pre-configured Process Flows in scope.

Out of the Box (OOTB): Out of the Box is defined generally as immediate usability or functionality of a newly purchased software. Conga CLM provides vast functionality that is immediately usable or can be usable with only Administrative enablement or configuration. For example, Conga CLM provides a button for generating Agreement Document using a template based on customer business needs. Conga will configure the correct template to be used. This functionality of document generation and saving the generated document attached to the Agreement record is considered as "out of the box".

Agreement Activation: Agreement activation is Conga CLM functionality which allows the end-user to purge or save redlined versions and identify the executed Agreement for Storage & Search. Users can use a wizard to manually to go through screens and decide which Agreements to keep, or use automation logic which is included in the Accelerator. This automation reduces the cycle time and manual steps.

Customer Branding: "Customer Branding" is image/logo, signature format, and additional verbiage such as a confidentiality statement with certain sizing that is to be included in the email template header/footer. The email body has relevant Agreement details pre-configured for Accelerator.

Notify Only: This is a type of email notification specifically for Approval processes. A “Notify Only" email allows additional recipient(s) to be informed for the Approval process initiated. No action is expected from the recipient.

Signature Tag: eSignature software provides for a signature block that contains specific data fields(tags) that are necessary to be shown on the contract for each signing party.

Delivery Assurance: Delivery Assurance is a Conga Professional Services internal review process to assure our projects are following the Conga Implementation Methodology (CIM). CIM is comprised of phases, artifacts, governance, and deliverables based on a structured project plan applicable for the CLM Accelerator.

Standard Reports: Standard Reports" are a library of pre-built reporting templates provided by Conga CLM for reporting Agreement data. They are standard since they are based on Salesforce standard reporting capabilities and address common reporting needs for CLM processes.

This CLM Business or Enterprise Edition Accelerator 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.

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. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be necessary.

1.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

1.2 Product Scope

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, or Adobe, or DocuSign E-Signature Adaptor
• Conga Grid

1.3 Functional Use Case Scope

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of TWO (2) agreement types based on the criteria below.
Create Agreement	Agreement creation from account / opportunity for TWO Agreement types [e.g. NDA & MSA] in following three (3) pre-configured modes/flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals)	Minor changes to pre-configured Agreement Types, Agreement flow(s), data fields, pick list values etc. Up to THIRTY (30) additional data fields Up to FIVE (5) validation Rules Up to FIVE (5) workflow Rules Minor changes to FIVE (5) email templates (excluding approval email templates)
Populate Agreement Details	TWO (2) preconfigured Agreement page layouts provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE (1) Agreement template for EACH Agreement type Any ONE (1) language for respective template For both templates, consisting of up to FOURTY (40) pages total and up to FIFTY (50) conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to SIXTY ( 60) merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to FOURTY (40) pre-approved alternate clauses
Business Process
Process Flows	Pre-configured Process Flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals) These process flows will also support the use cases of: Store executed document Third party paper	The THREE (3) pre-configured process flows are included: Self-Serve Legal Assist (no approvals)  Legal Assist (with approvals) Minor updates to the preconfigured flows.
Request Wizard	A pre-configured wizard intake page is included that includes ONE (1) page and FIVE (5) questions to guide requestors in the input of data for the correct agreement type	Updates to the wizard can include: Up to TEN (10) additional data entry fields or questions Up to ONE (1) additional page
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE (3) Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR (4) Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE (5) Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB) Customer Branding changes include a customer image/logo, signature line formatting, and additional verbiage such as a confidentiality statement with defined sizing that is to be included in the email template header/footer.
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Set up of One (1) E-signature solution is in scope Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Updates for customer branding limited to including customer logo or name only
Reports & Dashboards	Standard reports are available	OOTB
Approval Center Dashboard	Pre-configured GRID view of approvals and ability to take approval actions	Minor updates to the GRID view

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

Note: Minor changes a noted above are defined as those configuration changes that would take less than 4 hours of effort for any specific functional area. For example, on the page layout a minor change would be adding and changing display of data fields for View and Edit mode: including sections, section headers, field names, orientation of fields and buttons. The Conga project team will make good faith efforts (in Conga’s sole discretion) to accommodate changes that do not impact the overall estimated work and defined timeline.

1.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts, Users)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
• Production of Customer’s CRM reports
• Administration of Customer’s CRM system and platform, including Single Sign-On configuration, security framework, or user set up.
• Setup and onboarding of Conga Contract Intelligence functionality

2. Deliverables and Acceptance Criteria

2.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

2.2 Acceptance of Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

3. Project Methodology & Delivery Assurance

3.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – This is a critical phase of the overall effort that helps ensure that Conga can implement the solution in the Project Plan timeline. The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will conduct an Introduction and Customer Readiness Kick-off call and provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase.

The key data and requirements are as follows:

Data Preparation and Requirement Item	What Conga Requires from the Customer
Agreement Types and Fields	Agreement types you want to be implemented in Conga (e.g. NDA, MSA, etc.) Agreement Fields needed for each Agreement Type
Agreement Layouts	The location of the fields (within the 2-column layout and sections) Fields as required, if applicable The section labels
Business Rules	Identify if a field has a default value and Help Text Identify if the field requires validation rules and error messages Identify the list of required email notifications (and associated email templates)
Agreement Templates	Agreement Template for each Agreement Type in MSWord docx format.  Each Agreement Template should be marked-up to identify the following using the mark-up guidelines: Dynamic Fields Clause Language and Smart Clauses Conditional logic, if applicable to fields, clauses and/or text in your document
Customer Branding	Your logo to be displayed in the application Email template branding requirements
Approval Details	Business Conditions (approval criteria) Approvers: For each condition who is the corresponding approver(s)? Is it a person, role or a queue (group of users)? Order of approvals: Please provide the routing order of the approvals. Approval requests can be routed to the approvers either sequentially or in parallel. Attach any document which details your current approval process or steps
Signature Details	eSignature software to be used, if applicable For each Agreement Type: Type of signature process Number and order of Signers
Sandbox/Environment Details	Access to a development Sandbox for the Conga implementation Access to a test Sandbox for testing the Conga implementation
Key Performance Indicators	The list of your Key Performance Indicators (KPI) for the CLM implementation.

The customer will need to plan for and allocate the appropriate resources and time to prepare and provide the above noted necessary data and key requirements. Typical resources and level of efforts are noted below:

Resource	Estimated Time Necessary During Customer Readiness Phase
Project Manager/Coordinator	20 hours
Legal/Business Subject Matter Experts	60-80 hours depending on requirement complexity
IT/Technical Contact	20 hours

Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings
• Four x 1 hour consultation meetings
• One x 2 hour final pre-work review meeting.
• Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared and updated as necessary and agreed upon between Customer and Conga, and a kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare, starting after production deployment.

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

4. Project Plan 

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Readiness Phase and Pre-requisite Deliverables defined below.

The Project Plan will be constructed based on the known requirements, estimated effort, and scope set forth herein this Statement of Work. The Project Plan will be confirmed, updated as necessary, and agreed upon with the Customer after the Customer Readiness Phase is completed and during the Plan Phase. If Customer cannot meet the timeline obligations in the agreed timeline and/or delays Conga’s work due to no fault of Conga, Customer agrees to purchase an Accelerator Add-o n 20 Hour Block SKU for each week of delay.

Project Plan duration: The baseline Project Plan timeline is 8 Weeks (7 Weeks from Project Kick-off to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan of -7 weeks will require a new SOW or purchase of Accelerator Add-on 20 Hour Blocks. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work and an updated Project Plan timeline will be established and agreed upon between Conga and Customer.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays.

4.1 Customer Readiness

The Customer Readiness phase is estimated to last up to four (4) weeks, however, this is dependent on the Customer’s state of readiness and ability to provide the data and requirements noted in Section 3.0, and is not included in the Project Plan timeline.

4.2 Kickoff

The Project Kick-off and Project Plan timeline will start upon completion of the Customer Readiness phase.

4.3 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

4.4 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

5. Resourcing, Roles and Responsibilities

5.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

5.2 Customer Roles and Responsibilities

5.3 Conga Roles and Responsibilities

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

5.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 3.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

5.5 Project Work Products and Activities

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

5.6 Customer Project Deliverables

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

6. 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.

7. Project Governance

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)
    

Appendix A – Salesforce Platform Assumptions

Salesforce Lightning Platform Assumptions (referred to as “Platform”)

Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following An (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.

Appendix B – Glossary of Terms

Agreement Types: And Agreement Type such as NDA, MSA or SOW is the classification within Conga CLM that is used as a container of configuration and represents the end-to-end lifecycle of a contract request to contract execution. The various configurations included for implementation of one Agreement Type include data structures, workflow rules, validations, notifications, field/button display, approvals, templates. Within the Accelerator the parameters for each of the configuration items are a fixed scope.

Page Layout: A Page Layout is a specific view within Salesforce that is specific to an data object and displays relevant meta-data, related lists, actions, and links to other related functions. Within the CLM Accelerator, one page layout will be provided and configured for each Agreement Type in scope.

Process Flows: Process Flows are defined end-to-end flows a contract lifecycle and include pre-configured automated steps to guide a user through the contract process. Flows can contain steps to require approvals, change the process stage, hide/display action buttons, and send email notifications to users to take action. The CLM Accelerator contains three pre-configured Process Flows in scope.

Out of the Box (OOTB): Out of the Box is defined generally as immediate usability or functionality of a newly purchased software. Conga CLM provides vast functionality that is immediately usable or can be usable with only Administrative enablement or configuration. For example, Conga CLM provides a button for generating Agreement Document using a template based on customer business needs. Conga will configure the correct template to be used. This functionality of document generation and saving the generated document attached to the Agreement record is considered as "out of the box".

Agreement Activation: Agreement activation is Conga CLM functionality which allows the end-user to purge or save redlined versions and identify the executed Agreement for Storage & Search. Users can use a wizard to manually to go through screens and decide which Agreements to keep, or use automation logic which is included in the Accelerator. This automation reduces the cycle time and manual steps.

Customer Branding: "Customer Branding" is image/logo, signature format, and additional verbiage such as a confidentiality statement with certain sizing that is to be included in the email template header/footer. The email body has relevant Agreement details pre-configured for Accelerator.

Notify Only: This is a type of email notification specifically for Approval processes. A “Notify Only" email allows additional recipient(s) to be informed for the Approval process initiated. No action is expected from the recipient.

Signature Tag: eSignature software provides for a signature block that contains specific data fields(tags) that are necessary to be shown on the contract for each signing party.

Delivery Assurance: Delivery Assurance is a Conga Professional Services internal review process to assure our projects are following the Conga Implementation Methodology (CIM). CIM is comprised of phases, artifacts, governance, and deliverables based on a structured project plan applicable for the CLM Accelerator.

Standard Reports: Standard Reports" are a library of pre-built reporting templates provided by Conga CLM for reporting Agreement data. They are standard since they are based on Salesforce standard reporting capabilities and address common reporting needs for CLM processes.

This CLM Business or Enterprise Edition Accelerator 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.

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. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be necessary.

1.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

1.2 Product Scope

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, or Adobe, or DocuSign E-Signature Adaptor
• Conga Grid

1.3 Functional Use Case Scope

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of TWO (2) agreement types based on the criteria below.
Create Agreement	Agreement creation from account / opportunity for TWO Agreement types [e.g. NDA & MSA] in following three (3) pre-configured modes/flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals)	Minor changes to pre-configured Agreement Types, Agreement flow(s), data fields, pick list values etc. Up to THIRTY (30) additional data fields Up to FIVE (5) validation Rules Up to FIVE (5) workflow Rules Minor changes to FIVE (5) email templates (excluding approval email templates)
Populate Agreement Details	TWO (2) preconfigured Agreement page layouts provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE (1) Agreement template for EACH Agreement type Any ONE (1) language for respective template For both templates, consisting of up to FOURTY (40) pages total and up to FIFTY (50) conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to SIXTY ( 60) merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to FOURTY (40) pre-approved alternate clauses
Business Process
Process Flows	Pre-configured Process Flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals) These process flows will also support the use cases of: Store executed document Third party paper	The THREE (3) pre-configured process flows are included: Self-Serve Legal Assist (no approvals)  Legal Assist (with approvals) Minor updates to the preconfigured flows.
Request Wizard	A pre-configured wizard intake page is included that includes ONE (1) page and FIVE (5) questions to guide requestors in the input of data for the correct agreement type	Updates to the wizard can include: Up to TEN (10) additional data entry fields or questions Up to ONE (1) additional page
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE (3) Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR (4) Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE (5) Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB) Customer Branding changes include a customer image/logo, signature line formatting, and additional verbiage such as a confidentiality statement with defined sizing that is to be included in the email template header/footer.
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Set up of One (1) E-signature solution is in scope Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Updates for customer branding limited to including customer logo or name only
Reports & Dashboards	Standard reports are available	OOTB
Approval Center Dashboard	Pre-configured GRID view of approvals and ability to take approval actions	Minor updates to the GRID view

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

Note: Minor changes a noted above are defined as those configuration changes that would take less than 4 hours of effort for any specific functional area. For example, on the page layout a minor change would be adding and changing display of data fields for View and Edit mode: including sections, section headers, field names, orientation of fields and buttons. The Conga project team will make good faith efforts (in Conga’s sole discretion) to accommodate changes that do not impact the overall estimated work and defined timeline.

1.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts, Users)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
• Production of Customer’s CRM reports
• Administration of Customer’s CRM system and platform, including Single Sign-On configuration, security framework, or user set up.
• Setup and onboarding of Conga Contract Intelligence functionality

2. Deliverables and Acceptance Criteria

2.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

2.2 Acceptance of Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

3. Project Methodology & Delivery Assurance

3.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – This is a critical phase of the overall effort that helps ensure that Conga can implement the solution in the Project Plan timeline. The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase.

The key data and requirements are as follows:

Data Preparation and Requirement Item	What Conga Requires from the Customer
Agreement Types and Fields	Agreement types you want to be implemented in Conga (e.g. NDA, MSA, etc.) Agreement Fields needed for each Agreement Type
Agreement Layouts	The location of the fields (within the 2-column layout and sections) Fields as required, if applicable The section labels
Business Rules	Identify if a field has a default value and Help Text Identify if the field requires validation rules and error messages Identify the list of required email notifications (and associated email templates)
Agreement Templates	1. Agreement Templates for each Agreement Type in MSWord docx format.  2. Each Agreement Template should be marked-up to identify the following using the mark-up guidelines: Dynamic Fields Clause Language and Smart Clauses Conditional logic, if applicable to fields, clauses and/or text in your document
Customer Branding	Your logo to be displayed in the application Email template branding requirements
Approval Details	Business Conditions (approval criteria) Approvers: For each condition who is the corresponding approver(s)? Is it a person, role or a queue (group of users)? Order of approvals: Please provide the routing order of the approvals. Approval requests can be routed to the approvers either sequentially or in parallel. Attach any document which details your current approval process or steps
Signature Details	eSignature software to be used, if applicable For each Agreement Type: Type of signature process Number and order of Signers
Sandbox/Environment Details	Access to a development Sandbox for the Conga implementation Access to a test Sandbox for testing the Conga implementation
Key Performance Indicators	The list of your Key Performance Indicators (KPI) for the CLM implementation.

The customer will need to plan for and allocate the appropriate resources and time to prepare and provide the above noted necessary data and key requirements. Typical resources and level of efforts are noted below:

Resource	Estimated Time Necessary During Customer Readiness Phase
Project Manager/Coordinator	20 hours
Legal/Business Subject Matter Experts	60-80 hours depending on requirement complexity
IT/Technical Contact	20 hours

Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings, two x 2 hour consultation meetings and one x 2 hour final pre-work review meeting. Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared and updated as necessary, and kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan Phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare, starting after production deployment.

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

4. Project Plan 

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Pre-requisite Deliverables defined below.

As of the Effective Date, the known requirements, estimates effort, and scope the following Project Plan (“Project Plan”) is anticipated for Conga solution delivery. The Project Plan will be confirmed after the design phase. Any adjustments to the Project Plan (e.g. change in agreement type; scope changes) may require a new SOW.

Project Plan duration: The baseline Project Plan timeline is 6-8 Weeks (6-8 Weeks from Project Kick-off to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan of -8 weeks will require a new SOW. The Customer Readiness phase is estimated to last between 2 to 4 weeks, however this is dependent on the Customer’s state of readiness and ability to provide the data and requirements noted in Section 3.0 and is not included in the Project Plan timeline. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work and an updated Project Plan timeline will be established.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays.

4.1 Kickoff

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

4.2 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

4.3 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

5. Resourcing, Roles and Responsibilities

5.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

5.2 Customer Roles and Responsibilities

5.3 Conga Roles and Responsibilities

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

5.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 3.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

5.5 Project Work Products and Activities

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

5.6 Customer Project Deliverables

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

6. 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.

7. Project Governance

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)
    

7. Appendix A – Salesforce Platform Assumptions

Salesforce Lightning Platform Assumptions (referred to as “Platform”)

Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following An (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.

Appendix B – Glossary of Terms

Agreement Types: And Agreement Type such as NDA, MSA or SOW is the classification within Conga CLM that is used as a container of configuration and represents the end-to-end lifecycle of a contract request to contract execution. The various configurations included for implementation of one Agreement Type include data structures, workflow rules, validations, notifications, field/button display, approvals, templates. Within the Accelerator the parameters for each of the configuration items are a fixed scope.

Page Layout: A Page Layout is a specific view within Salesforce that is specific to an data object and displays relevant meta-data, related lists, actions, and links to other related functions. Within the CLM Accelerator, one page layout will be provided and configured for each Agreement Type in scope.

Process Flows: Process Flows are defined end-to-end flows a contract lifecycle and include pre-configured automated steps to guide a user through the contract process. Flows can contain steps to require approvals, change the process stage, hide/display action buttons, and send email notifications to users to take action. The CLM Accelerator contains three pre-configured Process Flows in scope.

Out of the Box (OOTB): Out of the Box is defined generally as immediate usability or functionality of a newly purchased software. Conga CLM provides vast functionality that is immediately usable or can be usable with only Administrative enablement or configuration. For example, Conga CLM provides a button for generating Agreement Document using a template based on customer business needs. Conga will configure the correct template to be used. This functionality of document generation and saving the generated document attached to the Agreement record is considered as "out of the box".

Agreement Activation: Agreement activation is Conga CLM functionality which allows the end-user to purge or save redlined versions and identify the executed Agreement for Storage & Search. Users can use a wizard to manually to go through screens and decide which Agreements to keep, or use automation logic which is included in the Accelerator. This automation reduces the cycle time and manual steps.

Customer Branding: "Customer Branding" is image/logo, signature format, and additional verbiage such as a confidentiality statement with certain sizing that is to be included in the email template header/footer. The email body has relevant Agreement details pre-configured for Accelerator.

Notify Only: This is a type of email notification specifically for Approval processes. A “Notify Only" email allows additional recipient(s) to be informed for the Approval process initiated. No action is expected from the recipient.

Signature Tag: eSignature software provides for a signature block that contains specific data fields(tags) that are necessary to be shown on the contract for each signing party.

Delivery Assurance: Delivery Assurance is a Conga Professional Services internal review process to assure our projects are following the Conga Implementation Methodology (CIM). CIM is comprised of phases, artifacts, governance, and deliverables based on a structured project plan applicable for the CLM Accelerator.

Standard Reports: Standard Reports" are a library of pre-built reporting templates provided by Conga CLM for reporting Agreement data. They are standard since they are based on Salesforce standard reporting capabilities and address common reporting needs for CLM processes.

This CLM Business or Enterprise Edition Accelerator 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.

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. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be necessary.

1.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

1.2 Product Scope

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, or Adobe, or DocuSign E-Signature Adaptor
• Conga Grid

1.3 Functional Use Case Scope

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of TWO (2) agreement types based on the criteria below.
Create Agreement	Agreement creation from account / opportunity for TWO Agreement types [e.g. NDA & MSA] in following three (3) pre-configured modes/flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals)	Minor changes to pre-configured Agreement Types, Agreement flow(s), data fields, pick list values etc. Up to THIRTY (30) additional data fields Up to FIVE (5) validation Rules Up to FIVE (5) workflow Rules Minor changes to FIVE (5) email templates (excluding approval email templates)
Populate Agreement Details	TWO (2) preconfigured Agreement page layouts provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE (1) Agreement template for EACH Agreement type Any ONE (1) language for respective template For both templates, consisting of up to FOURTY (40) pages total and up to FIFTY (50) conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to SIXTY ( 60) merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to FOURTY (40) pre-approved alternate clauses
Business Process
Process Flows	Pre-configured Process Flows: Self-Serve Legal Assist (no approvals) Legal Assist (with approvals) These process flows will also support the use cases of: Store executed document Third party paper	The THREE (3) pre-configured process flows are included: Self-Serve Legal Assist (no approvals)  Legal Assist (with approvals) Minor updates to the preconfigured flows.
Request Wizard	A pre-configured wizard intake page is included that includes ONE (1) page and FIVE (5) questions to guide requestors in the input of data for the correct agreement type	Updates to the wizard can include: Up to TEN (10) additional data entry fields or questions Up to ONE (1) additional page
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE (3) Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR (4) Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE (5) Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB) Customer Branding changes include a customer image/logo, signature line formatting, and additional verbiage such as a confidentiality statement with defined sizing that is to be included in the email template header/footer.
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Set up of One (1) E-signature solution is in scope Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Updates for customer branding limited to including customer logo or name only
Reports & Dashboards	Standard reports are available	OOTB
Approval Center Dashboard	Pre-configured GRID view of approvals and ability to take approval actions	Minor updates to the GRID view

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

Note: Minor changes a noted above are defined as those configuration changes that would take less than 4 hours of effort for any specific functional area. For example, on the page layout a minor change would be adding and changing display of data fields for View and Edit mode: including sections, section headers, field names, orientation of fields and buttons. The Conga project team will make good faith efforts (in Conga’s sole discretion) to accommodate changes that do not impact the overall estimated work and defined timeline.

1.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts, Users)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
• Production of Customer’s CRM reports
• Administration of Customer’s CRM system and platform, including Single Sign-On configuration, security framework, or user set up.
• Setup and onboarding of Conga Contract Intelligence functionality

2. Deliverables and Acceptance Criteria

2.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

2.2 Acceptance of Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

3. Project Methodology & Delivery Assurance

3.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase. Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings, two x 2 hour consultation meetings and one x 2 hour final pre-work review meeting. Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared, and kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan Phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare, starting after production deployment.

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

4. Project Plan

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Pre-requisite Deliverables defined below.

As of the Effective Date, the known requirements, estimates effort, and scope the following Project Plan (“Project Plan”) is anticipated for Conga solution delivery. The Project Plan will be confirmed after the design phase. Any adjustments to the Project Plan (e.g. change in agreement type; scope changes) may require a new SOW.

Maximum Project Plan duration: 6 Weeks (5 Weeks to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan 6 weeks will require a new SOW. The Customer Readiness phase is estimated to last 2 weeks, however this is dependent on the Customer and is not included in the Project Plan timeline. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays. 

4.1 Kickoff

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

4.2 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

4.3 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

5. Resourcing, Roles and Responsibilities

5.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

5.2 Customer Roles and Responsibilities

5.3

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

5.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 4.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

5.5 Project Work Products and Activities

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

5.6 Customer Project Deliverables

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

6. 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.

7. Project Governance

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)
    

7. Appendix A – Salesforce Platform Assumptions

Salesforce Lightning Platform Assumptions (referred to as “Platform”)

Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following An (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.

Appendix B – Glossary of Terms

Agreement Types: And Agreement Type such as NDA, MSA or SOW is the classification within Conga CLM that is used as a container of configuration and represents the end-to-end lifecycle of a contract request to contract execution. The various configurations included for implementation of one Agreement Type include data structures, workflow rules, validations, notifications, field/button display, approvals, templates. Within the Accelerator the parameters for each of the configuration items are a fixed scope.

Page Layout: A Page Layout is a specific view within Salesforce that is specific to an data object and displays relevant meta-data, related lists, actions, and links to other related functions. Within the CLM Accelerator, one page layout will be provided and configured for each Agreement Type in scope.

Process Flows: Process Flows are defined end-to-end flows a contract lifecycle and include pre-configured automated steps to guide a user through the contract process. Flows can contain steps to require approvals, change the process stage, hide/display action buttons, and send email notifications to users to take action. The CLM Accelerator contains three pre-configured Process Flows in scope.

Out of the Box (OOTB): Out of the Box is defined generally as immediate usability or functionality of a newly purchased software. Conga CLM provides vast functionality that is immediately usable or can be usable with only Administrative enablement or configuration. For example, Conga CLM provides a button for generating Agreement Document using a template based on customer business needs. Conga will configure the correct template to be used. This functionality of document generation and saving the generated document attached to the Agreement record is considered as "out of the box".

Agreement Activation: Agreement activation is Conga CLM functionality which allows the end-user to purge or save redlined versions and identify the executed Agreement for Storage & Search. Users can use a wizard to manually to go through screens and decide which Agreements to keep, or use automation logic which is included in the Accelerator. This automation reduces the cycle time and manual steps.

Customer Branding: "Customer Branding" is image/logo, signature format, and additional verbiage such as a confidentiality statement with certain sizing that is to be included in the email template header/footer. The email body has relevant Agreement details pre-configured for Accelerator.

Notify Only: This is a type of email notification specifically for Approval processes. A “Notify Only" email allows additional recipient(s) to be informed for the Approval process initiated. No action is expected from the recipient.

Signature Tag: eSignature software provides for a signature block that contains specific data fields(tags) that are necessary to be shown on the contract for each signing party.

Delivery Assurance: Delivery Assurance is a Conga Professional Services internal review process to assure our projects are following the Conga Implementation Methodology (CIM). CIM is comprised of phases, artifacts, governance, and deliverables based on a structured project plan applicable for the CLM Accelerator.

Standard Reports: Standard Reports" are a library of pre-built reporting templates provided by Conga CLM for reporting Agreement data. They are standard since they are based on Salesforce standard reporting capabilities and address common reporting needs for CLM processes.

This CLM Business or Enterprise Edition Accelerator 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.

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. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be necessary.

1.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

1.2 Product Scope

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, Adobe, or DocuSign E-Signature Adaptor

1.3 Functional Use Case Scope

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of two agreement types based on the criteria below.
Create Agreement	Agreement creation from account/opportunity for TWO Agreement types [e.g. NDA & MSA] in following preconfigured modes/flows: Self-Serve Legal Assist Store Executed	Minor changes to pre-configured Agreement Types, Agreements flow(s), data fields, pick list values etc. Up to 30 Additional data fields Up to 5 validation Rules Up to 5workflow Rules Minor changes to 5 email templates (excluding approval email templates
Populate Agreement Details	TWO preconfigured Agreement page layout provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE Agreement template for EACH Agreement type Any ONE language for respective template For both templates, consisting of up to 40 pages total and up to 50 conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to 60 merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to 40 pre-approved alternate clauses
Business Process
Process Flows	Preconfigured Flows: Self-serve Legal assist Non-standard Approvals Store executed Third party paper	Minor updates to the preconfigured flows.
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB)
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Minor updates for customer branding
Reports & Dashboards	Standard reports are available	OOTB

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

1.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
  Production of Customer’s CRM reports

2. Deliverables and Acceptance Criteria

2.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

2.2 Acceptance of Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

3. Project Methodology & Delivery Assurance

3.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase. Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings, two x 2 hour consultation meetings and one x 2 hour final pre-work review meeting. Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared, and kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan Phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

4. Project Plan

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Pre-requisite Deliverables defined below.

As of the Effective Date, the known requirements, estimates effort, and scope the following Project Plan (“Project Plan”) is anticipated for Conga solution delivery. The Project Plan will be confirmed after the design phase. Any adjustments to the Project Plan (e.g. change in agreement type; scope changes) may require a new SOW.

Maximum Project Plan duration: 6 Weeks (5 Weeks to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan 6 weeks will require a new SOW. The Customer Readiness phase is estimated to last 2 weeks, however this is dependent on the Customer and is not included in the Project Plan timeline. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays. 

4.1 Kickoff

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

4.2 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

4.3 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

5. Resourcing, Roles and Responsibilities

5.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

5.2 Customer Roles and Responsibilities

5.3

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

5.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 4.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

5.5 Project Work Products and Activities

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

5.6 Customer Project Deliverables

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

6. 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.

7. Project Governance

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)
    

Appendix A – Salesforce Platform Assumptions

Salesforce Lightning Platform Assumptions (referred to as “Platform”)

Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following An (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.

This CLM Business or Enterprise Edition Accelerator 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.

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. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be necessary.

1.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

1.2 Product Scope

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, Adobe, or DocuSign E-Signature Adaptor

1.3 Functional Use Case Scope

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of three agreement types based on the criteria below.
Create Agreement	Agreement creation from account/opportunity for TWO Agreement types [e.g. NDA & MSA] in following preconfigured modes/flows: Self-Serve Legal Assist Store Executed	Minor changes to pre-configured Agreement Types, Agreements flow(s), data fields, pick list values etc. Up to 30 Additional data fields Up to 5 validation Rules Up to 5workflow Rules Minor changes to 5 email templates (excluding approval email templates
Populate Agreement Details	TWO preconfigured Agreement page layout provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE Agreement template for EACH Agreement type Any ONE language for respective template For both templates, consisting of up to 40 pages total and up to 50 conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to 60 merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to 40 pre-approved alternate clauses
Business Process
Process Flows	Preconfigured Flows: Self-serve Legal assist Non-standard Approvals Store executed Third party paper	Minor updates to the preconfigured flows.
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB)
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Minor updates for customer branding
Reports & Dashboards	Standard reports are available	OOTB

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

1.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
  Production of Customer’s CRM reports

2. Deliverables and Acceptance Criteria

2.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

2.2 Acceptance of Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

3. Project Methodology & Delivery Assurance

3.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase. Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings, two x 2 hour consultation meetings and one x 2 hour final pre-work review meeting. Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared, and kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan Phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

4. Project Plan

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Pre-requisite Deliverables defined below.

As of the Effective Date, the known requirements, estimates effort, and scope the following Project Plan (“Project Plan”) is anticipated for Conga solution delivery. The Project Plan will be confirmed after the design phase. Any adjustments to the Project Plan (e.g. change in agreement type; scope changes) may require a new SOW.

Maximum Project Plan duration: 6 Weeks (5 Weeks to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan 6 weeks will require a new SOW. The Customer Readiness phase is estimated to last 2 weeks, however this is dependent on the Customer and is not included in the Project Plan timeline. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays. 

4.1 Kickoff

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

4.2 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

4.3 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

5. Resourcing, Roles and Responsibilities

5.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

5.2 Customer Roles and Responsibilities

5.3

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

5.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 4.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

5.5 Project Work Products and Activities

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

5.6 Customer Project Deliverables

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

6. 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.

7. Project Governance

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)
    

Appendix A – Salesforce Platform Assumptions

Salesforce Lightning Platform Assumptions (referred to as “Platform”)

Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following three (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.

This CLM Business or Enterprise Edition Accelerator 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: http://legal.apttus.com/#apttus-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. UNDERSTANDING OF OBJECTIVES

Our understanding of Customer objectives and desired outcome is the following:

•  A global solution for end to end contract life cycle management
• A single cloud-based platform to manage the entire contract life cycle for both customers & suppliers alike
• Setting up 2 Agreements types in the Conga system, within the constraints of the scope detailed below

2.  SCOPE OF WORK

This section defines the scope of Professional Services to be delivered by Conga, with support from Customer resources, under this SOW. Detailed scope and objectives will be confirmed during the define and design phases. If changes or expanded scope are necessary, a new SOW will be needed.

2.1 Organizational Scope

The efforts assume one configuration across the organization, and no effort or time is allocated to design or configure variations. All countries, divisions, and user roles will leverage the same data structures, processes, and approval workflows.

2.2 Product Scope

The following Conga solutions will be configured as part of this SOW:

• Contract Lifecycle Management (CLM) – (Business Edition or Enterprise Edition)
• Conga Approvals
• Conga Sign, Adobe, or DocuSign E-Signature Adaptor

2.3 Functional Use Case Scope:

The following Use Cases are in scope:

Functionality	CLM Business and Enterprise Accelerator Offering*	Scope of Configuration*
Agreement Lifecycle	*For reference this SOW allows for a total of three agreement types based on the criteria below.
Create Agreement	Agreement creation from account/opportunity for TWO Agreement types [e.g. NDA & MSA] in following preconfigured modes/flows: Self-Serve Legal Assist Store Executed	Minor changes to pre-configured Agreement Types, Agreements flow(s), data fields, pick list values etc. Up to 30 Additional data fields Up to 5 validation Rules Up to 5workflow Rules Minor changes to 5 email templates (excluding approval email templates
Populate Agreement Details	TWO preconfigured Agreement page layout provided to enter information and uploading supporting documents	Minor changes to existing page layouts
Document Generation	Preview and generate Customer facing agreement document with merged fields and dynamically include language based on predefined conditions.  Regenerate the document with existing redlines or as a new version.	Out of the Box (OOTB)
Import Offline Document	Import Counterparty (third party) paper	OOTB
Contract Negotiation	Check-in, Check-out, Versioning, Redlining, Comparison and Advanced Reconciliation from Microsoft Word	OOTB
Agreement Activation	Pre-configured auto activation process of a fully signed document Storing fully signed document within content searchable repository and cross reference to Agreement record	OOTB
Post Agreement Activation Actions	Child or related Agreement creation Amendment of active Agreement Terminate in process or executed Agreement Renew Agreement before expiration	OOTB
Conga Security	Three preconfigured permission sets	Minor updates to preconfigured permission Sets
Template Administration
Agreement Templates	Agreement template creation, applying updates and maintaining versions	ONE Agreement template for EACH Agreement type Any ONE language for respective template For both templates, consisting of up to 40 pages total and up to 50 conditional sections total
Merge Fields and Smart Fields	Merge Fields, allowing data insertion into generated agreement document. Smart Fields, allowing data insertion into generated agreement document and if data value is changed within the document then upon check-in and reconciliation the new value is updated in the system	For both templates, consisting of up to 60 merged or smart fields total
Clause Library	Leverage legal playbook to author contracts from Microsoft Word	Up to 40 pre-approved alternate clauses
Business Process
Process Flows	Preconfigured Flows: Self-serve Legal assist Non-standard Approvals Store executed Third party paper	Minor updates to the preconfigured flows.
Approval Process
Approval Flow	Preconfigured approval process	Minor updates to the preconfigured approval process
Approval Criteria	Placeholder available to provide entry criteria for approval processes	THREE Approval Criteria for the one approval process
Approval Step	Preconfigured approval steps for each approval process	FOUR Approval Steps for the one approval Process
Notifications	Notifications sent by the system for approval assignment, reassignment, escalation, cancellation and notify only.	Minor changes to incorporate Customer branding to: FIVE Email Notifications applicable across Approval Processes - Assignment (OOTB) - Reassignment (OOTB) - Escalation (OOTB) - Cancellation (OOTB) - Notify Only (OOTB)
E-Signature Process
E-Signature	Preconfigured to integrate with either Conga Sign, DocuSign or Adobe Sign	Updates for relevant signature tags as specified by Customer
Reports & Dashboards
Home Page	Preconfigured Legal home page and dashboards	Minor updates for customer branding
Reports & Dashboards	Standard reports are available	OOTB

Note: The parties agree that if any requested template design is more complex than described in the use cases above (in Conga’ sole discretion), then Conga and Customer agree to in good faith to execute a separate SOW for the delivery of the additional scope related to such template configuration.

2.4 Out of Scope

Professional Services and/or scope not included and/or not itemized as “Scope” in this SOW are out of scope, including:

• Non-Conga program management
• Data migration & legacy contracts migration
• Data archiving 
• Development of training materials
• Additional Languages (apart from English) and Currencies
• Interfaces/Integrations
• Third-Party support and related activities
• Any scope item not explicitly listed in section ‘Use Case Scope’
• Additional documentation that are not specified in section ‘Project Methodology and Delivery Assurance’
• Change Management including, but not limited to, stakeholders management; change readiness; communications plan and execution; training plan and execution including development of training materials; adoption tracking
• Creation/Definition of business requirements document
• UI Enhancement/Guidance
• Data extraction from any source systems or hard-copy papers
• Management and migration of Customer’s CRM records (e.g. Accounts, Contacts)
• Automation testing
• Performance testing
• Automated QA Testing or automated test scripts
• Deployment strategy, plan and execution for non-Conga systems
• Translation services of Conga standard and non-standard fields in different languages
• Type of other currencies
• Any third-party support related activities
• Other Conga Services such as Conga Education Services and Conga Application Management Services (AMS)
• Refactoring the standard Conga user flow, e.g. splitting standard pages into multiple pages, rerouting transitions amongst standard pages, development of custom pages, development of custom widgets.
• Services for the migration of legacy Data (e.g. legacy Quotes, in-flight Quotes, legacy Agreements, in-flight Agreements, and Assets) data migration, data quality, said performance of data loads to and from the Conga solution(s) and the readiness and configuration of the standard CRM objects/entities for which the intended solution is dependent upon.
• Specification of eSignature custom software data input tags (Defining the type of “tag” and location of the “tag”)
• Advanced security capabilities e.g. data sharing, role/hierarchy driven sharing, permission set driven sharing
• Training and enablement for CRM system and platform capabilities, including creation or delivery of user training
• Production of Customer’s CRM reports

3. DELIVERABLES AND ACCEPTANCE CRITERIA 

3.1 Deliverables

The anticipated Deliverables provided by Conga for the scope of this SOW will be:

• Conga Project Plan
• User Stories with design & test scripts
• CLM workbooks & Go-live technical checklist(s)
• Configured system

3.2 Acceptance of Conga Deliverables

Deliverables will be produced in accordance with the Project Plan. Conga will provide early drafts when feasible to facilitate prompt review and approval. 

Customer shall have two (2) business days from the date of receipt of a Deliverable to provide final acceptance or rejection of the Deliverable in writing.

If Customer rejects a Deliverable, it will specify in reasonable detail each deficiency and / or nonconformance serving as the basis of rejection in writing. Upon receipt of such Deliverable rejection notification, Conga will promptly correct such deficiencies and / or nonconformities and re-deliver the Deliverable for Customer’s review. Upon re-delivery of the Deliverable, Customer shall provide notification of final acceptance or rejection in writing as soon as reasonably possible, but no later than two (2) business days from the date of receipt.

If Customer does not provide notice of final acceptance or rejection within two (2) business days in writing of a Deliverable or re-delivery of a rejected Deliverable, the Deliverable will be deemed accepted.

4. PROJECT METHODOLOGY & DELIVERY ASSURANCE

4.1 Methodology

The following Implementation Methodology will be used for this Project. The Project methodology includes five phases. Conga provides delivery assurance throughout the Project lifecycle as part of the methodology.

The phases are outlined below:

Customer Readiness – The customer will prepare and provide necessary data and key requirements in order to kick-off the project. Conga will provide guidance and templates for the collection of the data and requirements during the Customer Readiness phase. Conga guidance is limited to:

• Two x 1 hour weekly check-in meetings, two x 2 hour consultation meetings and one x 2 hour final pre-work review meeting. Additional consulting will require a new SOW.

Pre-work must be completed before moving into Plan phase of project.

Plan - A Project kickoff readiness review is conducted. The predefined Project plan is shared, and kickoff is held where clear Project objectives are established. Refer to section 6.4 for the list of prerequisite deliverables from Customer prior to starting the Plan Phase. These deliverables will be reviewed as part of the kickoff readiness review.

Define, Design, Configure & Test – This phase uses agile methodology to configure the defined scope. It consists of three (3) sprints. The scope of the solution offering is shared and explained to the Customer. Any changes within the scope defined in Section 2.3 ‘Use Case Scope’ is reviewed and agreed upon in writing. Customer is required to confirm the defined requirements by end of each sprint for the scope of the sprint. The solution is configured, and deployment plan is developed. Conga will test and verify the solution.

UAT - Customer to confirm that system is configured according to agreed requirements and design.

Launch/Hypercare - Deployment of the solution to production and one week of Hypercare

Conga will utilize one or more of the following tools to support the implementation efforts. The tools are templatized for fast and consistent implementation results. The client Project team may be granted access for the duration of the Project. The tools that may be utilized during the Project are Microsoft Project, Confluence, JIRA, Zephyr, Bitbucket.

5. PROJECT PLAN

Project kick-off will be planned on a mutually agreed date, based on Conga and Customer resource availability and completion of the Customer Pre-requisite Deliverables defined below.

As of the Effective Date, the known requirements, estimates effort, and scope the following Project Plan (“Project Plan”) is anticipated for Conga solution delivery. The Project Plan will be confirmed after the design phase. Any adjustments to the Project Plan (e.g. change in agreement type; scope changes) may require a new SOW.

Maximum Project Plan duration: 6 Weeks (5 Weeks to Launch plus 1 Week of Hypercare). Any extension beyond the allocated Project Plan 6 weeks will require a new SOW. The Customer Readiness phase is estimated to last 2 weeks, however this is dependent on the Customer and is not included in the Project Plan timeline. Accelerator Add-Ons may increase the timeline of the project as noted in the applicable CLM Accelerator Add-On Amendment Statement of Work.

For the avoidance of doubt, a day is eight (8) hours, Monday through Friday, on Conga’ standard business days, excluding holidays. 

5.1 Kickoff

Conga will contact Customer within three (3) weeks of SOW Effective Date to establish a Project start date. The Project start date will be mutually agreed to in writing by the parties (email sufficient).

5.2 Go-Live

“Go-Live” refers to the on-boarding of users to the Conga in the Production environment.

• A single go-live event is in scope. Additional go-lives are not in scope and any functionality that is mutually agreed to be deferred from the single go-live is no longer part of the scope of this SOW.
• Go-Live occurs after migration of the Conga solution to the Production environment.
• Customer will be responsible for Go-live planning with guidance from Conga as outlined in this SOW.
• Conga assumes Customer’s information technology policies that govern the deployment of Conga solution to the Production environment and the go-live of new information technology, will not extend the Project Plan described herein via a delay in the deployment or Go-Live of the Conga solution.

5.3 Hypercare Period

“Hypercare Period” refers to the period and services following the Go-Live of the Conga solution.

• For a release of the Conga solution, the Hypercare Period begins at Go-Live and concludes after five (5) business days, i.e. one (1) week.
• For clarity, issues identified after the Hypercare Period will be addressed per the terms set forth in Customer’s applicable subscription agreement with Conga (i.e. Customer’s purchased level of Technical Support in the MSSA and applicable Order or Order Form). Upon completion of the Hypercare Period, Conga will send Customer a notice (email sufficient) acknowledging SOW Project completion.

6. RESOURCING, ROLES AND RESPONSIBILITIES

6.1 Resourcing

Conga and Customer resources share responsibility for Project execution, as outlined in this SOW. Assigned resources are required to attend the Project kickoff, and to perform agreed activities throughout the Project lifecycle

6.2 Customer Roles and Responsibilities

6.3 Conga Resourcing and Resource Allocations

The following Conga roles, sometimes also referred to as “Resources”, will be allocated to the Project. This is subject to change based on further analysis and discovery through the Project stages.

6.4 Pre-Requisite Deliverables

Prior to Project start, Customer will provide Conga with Pre-Requisite Deliverables (collectively, “Pre-Requisite Deliverables”) during the Customer Readiness phase described in section 4.1:

• Business objectives and Key Performance Indicators (KPIs)
• Agreement Types – Identify the Agreements and key metadata fields to be captured as per the scope
• Agreement Templates – Each Template should be marked up to indicate dynamic fields and conditional legal language, and signature blocks
• Business rules – mandatory fields, validations, computations
• Email Notification Templates with customer branding/logo/disclaimer language
• Review the predefined business process flows built in the Conga CLM Essentials Accelerator and highlight any minor modifications
• Approval Details – Identify Approvers, conditions triggering approval request
• Signature Details – Identify Signatories, Wet Signature/eSignature process
• Provide access to Conga to Customer Salesforce sandbox environments
• Conga will provide guidance and templates for the collection of the deliverables.

6.5 Project Work Products and Activities*

The following Work Product and Activities are minimally required for the Project:

• Work Product: outputs to support Project delivery that do not require Customer approval
• Activity: methodology component that is a task that does not require Customer approval
• *Note: The below Work Product and/or Activities may result in the output of a Deliverable as identified in Section 3.1.

To complete the Work Products and Activities each parties’ Roles and Responsibilities are defined as follows:

• R = Responsible: Conga or Customer performs the work to complete the Activity and /or Work Product
• A = Accountable: Conga or Customer responsible for justifying actions or decisions made to complete the Activity and / or Work Product
• C = Consulted -Conga or Customer whose opinions are sought by the person responsible for the Activity and / or Work Product
• I = Informed - Conga or Customer that should be kept up to date on progress of the Activity and / or Work Product

Conga and Customer are each responsible for completing their assignments, as indicated in the following table:

6.6 Customer Project Deliverables*

During the Project, Customer is responsible for ensuring completing the following Customer Deliverables are completed (collectively, “Customer Deliverables”) according to the Project Plan:

• Functional Requirements
• UAT Test Plan
• UAT Test Cases
• UAT Testing
• Deployment Plan
• Training Plan
• Hypercare period Plan
• Signoff on Testing

For clarity, the acceptance criteria set forth in this SOW does not apply to Customer Deliverables.

7. TRAVEL AND EXPENSES

7.1 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. Payment is due net thirty (30) days from invoice. Invoices may be sent to the Customer via electronic mail. For clarity, travel and expenses are not included in the fees.

8. PROJECT GOVERNANCE

During the Plan stage for the Project, the Customer and Conga will establish appropriate governance to support effective and appropriate decision making, sign off, and escalation procedures. 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;

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 representatives below:

Conga Representation

1. Vice President, Conga Professional Services
2. Director, Conga Professional Services

Customer Representation

1. Senior Representative, to be determined by the parties (email being sufficient)
2. Senior Representative, to be determined by the parties (email being sufficient)

Appendix B. Salesforce Platform Assumptions
Salesforce Lightning Platform Assumptions (referred to as “Platform”)
Language
The user interface can only support the languages that are supported by the Platform.

Platform Limitations
Conga is 100% native to the Platform. The Conga solutions are subject to the constraints, limitations, features and capability provided by the Platform, e.g. the limitation of uploaded files to twenty-five (25) megabytes,

Advanced Configuration
“Advanced Configurations” refer to Conga Solution components composed of the Salesforce and software development technologies listed here: salesforce Apex, salesforce Visualforce, salesforce triggers and JavaScript, Conga callbacks and APIs. Conga will make all commercially reasonable efforts to minimize the design, development and testing of Advanced Configurations. Customer will be responsible for the maintenance of all Advanced Configurations following Go-Live, unless appropriate Conga Managed services are procured. Conga Services will achieve a code coverage of eighty (80) percent for Conga code exclusively. The Services included herein will not require the modification of third-party code in Customer’s salesforce environments.

Customer Salesforce Procured Lightning Platform Org Assumptions:
For clarity, the assumptions below apply only in situations where Customer has procured Salesforce Lightning Platform Org Licenses independent of Conga for the purposes of Conga to deliver its product and services. If Conga has procured the Org Licenses, then the below does not apply.

Platform Dependencies
As the Conga Solution is 100% native to the Platform, the execution of this SOW is dependent on the Customer’s configuration and management of Customer Salesforce instances in so far as the readiness of these instances support the following standard Salesforce features, practices and policies.

Cumulative Code Coverage
Cumulative code coverage in Customer's Salesforce environment cannot be guaranteed by Conga. In the event that Customer’s code coverage impacts the deployment of the Conga Solution, Customer will remediate code coverage in a timely manner.

Customer Procured Third-party Apps and Configured Objects
Conga will not be responsible for servicing any third-party App running on the Salesforce platform and servicing any Customer configured Objects, unless specified in the SOW.

Salesforce Environments
Customer must provide all necessary Platform environments, including sandboxes, to enable the performance of the Project as described herein. Customer is required to license all required Platform environments, including sandboxes, directly from Salesforce. Failure to do so will alter the expected duration and cost of the Project implementation and require a Change Order.

The Project is dependent upon Customer’s applicable Platform environments. Customer and Conga will conduct all Solution configuration, testing and deployment activities in the following three (3) salesforce environments, as licensed from Salesforce by Customer and managed by Customer, unless specified otherwise in the SOW:

• Build – one (1) Salesforce sandbox environment (Developer Pro)
• Test – one (1) Salesforce sandbox environment (bare minimum Partial Sandbox, ideal would be the full sandbox)
• Production – one (1) Salesforce production environment

While lesser varieties of salesforce sandbox environments are available, the storage capacity of a full-copy sandbox is required for the Conga Solution. Please consult salesforce materials at help.salesforce.com for additional sandbox details.