COmpany A Date: 02-11-2020

Attention:
2nd & 3rd Floor, Tower Hub – 2, Karle Town Centre,
Karle SEZ,
Kempapura Main Road
Opp Nagavara, Bengaluru
Karnataka 560045

Dear Sir/Madam,

Re: Statement of Work for RPA Migration Implementation

Thank you for choosing Ernst & Young LLP (“we” or “EY”) to perform professional services (the
“Services”) for Company A (“you” or “Client”). We appreciate the opportunity to assist you and
look forward to working with you.

Statement of Work

This Agreement may be used by you to purchase professional services from us (excluding statutory audit
services, and other assurance or attest services). For each project or mandate that we agree to
undertake for you, we will prepare a Statement of Work (substantially in the format attached herewith as
Appendix A) describing the particular services to be provided, our fees and expenses for those Services,
and any other project or mandate-specific arrangements. The Services will be subject to the terms and
conditions of this letter, together with its attachments, including the General Terms and Conditions, the
applicable Statement of Work and any other Appendices (together, this “Agreement”).

Neither party shall be required to purchase or provide (as the case may be) Services except pursuant to a
Statement of Work executed hereunder.

Fees and expenses

Our fees and expenses for the particular services shall be described in the Statement of Work for such
services. The General Terms and Conditions for the services are attached herewith as Appendix B.
Terms

This Agreement shall be effective as of the date hereof and, unless sooner terminated as provided herein,
shall continue in effect for a period of 3 (three) years (the “Term”). Each Statement of Work executed
pursuant to this Agreement shall be effective from the date of commencement of Services under such
Statement of Work, and shall continue in effect until the completion of such Services unless terminated
earlier.

Please sign this letter in the space provided below to indicate your agreement with these
arrangements and return it at your earliest convenience. If you have any questions about any of
these materials, please do not hesitate to contact Sandeep Parikh so that we can address any
issues you identify before we begin to provide any Services.

Very truly yours,

Ernst & Young LLP

By:____________________________
Name: Sandeep Parikh
Title: Partner

AGREED:
Company A

By:____________________________
Name: Person A
Title: Category Manager
 Appendix A

Statement of Work – RPA BoT’s Migration

This Statement of Work, dated 02-November-20 (this “SOW”), is made by Ernst & Young LLP (“we” or “EY”) and
Company A (“you” or “Co. A” or “Client”), pursuant to the Agreement, dated [02-November-20] (the “Agreement”),
between EY and Client.

Except as otherwise set forth in this SOW, this SOW incorporates by reference, and is deemed to be a part of, the
Agreement. The additional terms and conditions of this SOW shall apply only to the advisory Services covered by this
SOW and not to Services covered by any other Statement of Work pursuant to the Agreement. Capitalized terms used, but
not otherwise defined, in this SOW shall have the meanings in the Agreement, and references in the Agreement to “you”
or “Client” shall be deemed references to you.

SOW Title RPA BoTs Migration

Type of SOW New Continuation/Extension of SOW
Type of project Fixed Price Time and Material
SOW Start date 02-Nov-2020 SOW End Date 16-Jan-2021

Project Name IAP HR Contact

Hiring Manager Person A Procurement Person A

DBSI

Department IAP Budget Available

Master Contract Signed and Active

Project Manager Jinkal Patwari | +919920146251, Jinkal.Patwari@in.ey.com

Account
EY

Vivette M Dcruz
Manager

Email/Phone# Vivette.Dcruz@in.ey.com, +919833169113

Scope of services
EY has been engaged to provide professional services to support the activities of the Client's RPA BoT’s migration.
Scope of the Services is limited to migration of the prioritized 4 BluePrism Bots:

1. Report Generation
2. Exception
3. Automatic Payments Africa
4. Manual Payments

The detailed approach and deliverables to be followed for this engagement is provided below:

Key Activities

1. Assess:
a. Process walkthrough
b. Latest versions of all dependent documents (BRD, SDD etc.)
c. Solution design document walkthrough
d. Quick technical assessment
e. Understand IT environment landscape
f. Availability of test environment / relevant data
g. Access to BP repository and Code walkthrough

2. Plan
a. Mapper file:
i. Input /Output files
ii. Configuration details
iii. BP object and process details mapped to reusable / custom UiPath activities
iv. Relevant code files
b. Assess and assign complexity of the development
c. Development planning & resource alignment
d. Development environment readiness
3. Migrate
a. Migration of reusable components from existing code
b. Reuse custom reusable components from other processes
c. Development of the remaining components
d. Publish reusable components into the centralized repository
e. Process development and integration of components
f. Systems integration testing

4. Verify
a. Reuse test cases for UAT
b. Conduct UAT
c. Defect fixes
d. Publish the package to production deployment team
Key Deliverables
1. Assessment report out
2. Development plan
3. Code mapping file
4. Resource allocation
5. Bot code migrated to new tool
6. Reusable components published to central repository
7. SIT report out
8. UAT report out
9. Production ready package

Assumptions

• Diageo team will be responsible for providing existing process documentation - BRD,As-is, To-be process maps &
solution design document. During migration the SDD and other relevant documentation updates will be taken care
by Diageo team
• Diageo team will be responsible to provide the solution architect for both Blue prism and UiPath
• Infra is ready before development
• All accesses are in place before development
• Test systems, test ids and test data is available before development
• Test cases / data will be available for development and UAT
• Process SMEs and developers from Diageo will be available to explain the existing processes and functioning of
the current Bots as required
• Remote access to developers is available before development
• Underlying application's performance is stable while accessed remotely
• No surface automation is required - RPA clients are directly interfacing with underlying applications, no
citrix/middle layer in between
• Bots has exclusive control of machine while processing a transaction, agent and bot must not share machine at
the same time where bot is hosted
• We assume there is no extensive .NET coding / scripting in the existing bots. Otherwise this will impact timelines
and resource skillset
• This is a straight conversion of Bots for existing functionalities, Diageo team will not redesign elements of the
process during migration
• Production deployment and Hyper care has to be planned separately and not included in the effort
Timeline
Unless otherwise agreed, and subject to the General Terms and Conditions of the Agreement, we expect to perform the
services within 11 weeks from signing of this agreement.

Your specific obligations

The management of the Client shall:

• Designate a competent employee or employees, preferable within senior management, to be responsible for the
engagement. EY understands that the Client’s TS Hemraj has been designated as this individual (Project Repre-
sentative).
• Appoint engagement coordinators at corporate office as well as at Business Units with overall responsibility for this
initiative within the organization.
• Commit appropriate resources, including the involvement of the concerned departments/functions, during the
engagement and in finalization of the deliverables (or relevant sections thereof).
• Make administrative arrangements for working space (including communication and other infrastructure),
conveyance, traveling, boarding and lodging at the Client location for EY staff on the engagement.
• Make available data as required by EY for carrying out analysis within the scope of the engagement

Limitations on scope

When assisting the Client, EY will not:

• Perform ongoing control monitoring activities or other control activities that affect the execution of transactions or
ensure that transactions are properly executed and/or accounted for
• Perform routine activities in connection with the Client’s operating or production processes that are equivalent to
those of an ongoing compliance or quality control function
 • Approve, or be responsible for, the overall [internal audit or risk management] workplan, including the ultimate
assessment of audit risk, determination of scope, project priorities and frequency of performance of audit
procedures]1
• Determine which, if any, recommendations should be implemented
• Act on behalf of management in reporting to the Board of Directors, or Audit Committee
• Authorize, execute or consummate transactions or otherwise exercise authority on behalf of the Client
• Perform routine activities in connection with the Client’s operating or production processes
• Prepare source documents on transactions
• Have custody of assets
• Act in any capacity equivalent to a member of management or an employee

We will not identify, address or correct any errors or defects in your computer systems, other devices or components
thereof (“Systems”), whether or not due to imprecise or ambiguous entry, storage, interpretation or processing or reporting
of data. We will not be responsible for any defect or problem arising out of or related to data processing in any Systems.

Specific additional terms and conditions

Our work will not be performed in accordance with generally accepted auditing, review, or other assurance standards in
India and accordingly does not express any form of assurance. None of the Services or any Reports will constitute any
legal opinion or advice. We will not conduct a review to detect fraud or illegal acts.
Notwithstanding anything to the contrary in the Agreement or this SOW, we do not assume any responsibility for any third-
party products, programs or services, their performance or compliance with your specifications or otherwise.
We have based any comments or recommendations as to the functional or technical capabilities of any products in use or
being considered by you solely on information provided by your vendors, directly or through you. We are not responsible
for the completeness or accuracy of any such information or for confirming any of it.

Contacts

You have identified Girish Rajashekarappa as your contact with whom we should communicate about these Services.
Your contact at EY for these Services will be Vivette M Dcruz
Fees and Payment

The estimated fees, excluding expenses, for the Services as currently contemplated will follow the below payment schedule:

Sr.No Stage Timeline (for invoices to be raised) Amount

4 Weeks INR 9,20,000
1 After approval from Diageo on completion of agreed
deliverables in the first month
8 Weeks INR 9,20,000
2 After approval from Diageo on completion of agreed
deliverables in the second month
11 Weeks INR 9,20,000
3 After approval from Diageo on completion of all
deliverables and closure of project

• EY will notify the Client as soon as practicable if this estimate will be significantly exceeded

Assumptions for fees

• Our scope & effort estimate is linked to the proposal. Any significant change in scope will have an impact in our
effort estimate
• Our proposed fees is for development and implementation effort
• Any Infrastructure / Hardware / software / licenses cost as required for the project is not included in the above
proposed fees. DBSI to procure them separately as required
• Payment will be due within 30 days following submission of our invoices
• The Client shall also pay all applicable taxes incurred in connection with the Services or the Reports (except
for taxes imposed on EY’s income).
• EY shall bill the Client for its fees, expenses and applicable taxes, if any, as they are incurred, in accordance with the
above schedule.
• Fees for any extensions as mutually agreed beyond the period specified will be mutually agreed between both the
EY and the client.
• This SOW shall be governed by and construed under the laws of India.
• This SOW constitutes the entire agreement between us as to the Services and the other matters it covers, and
supersedes all prior agreements, understandings and representations with respect thereto, including any
confidentiality agreements previously delivered.
In witness whereof, the parties have executed this SOW as of the date set forth above.

Company A Service Provider Details & Signature:

Name: Person A Name: Sandeep Parikh

Title: Category Manager Title: Partner

Date: 02 November 2020 Date: 30.10.20
Signature: Signature & Seal: