Change Control Process

In the event that any change to a Work Order or Statement of Work (as applicable, the “Agreement”) is required, it will be administered using the change control process set forth below. As used herein, “PROS” mean PROS, Inc., a Delaware corporation, and “Customer” means you, as the customer under your applicable Agreement with PROS.

Customer-Requested Change Order

The change control process begins when Customer requests a change or addition to the scope, deliverables or project plan of the project after the Agreement has been signed. Requests for changes can be initiated by any member of the Customer team and are elevated to the PROS project lead and Customer’s project manager.

PROS-Requested Change Order

When the following situations exist, PROS will seek a change order:

  • Customer requests to change the scope, approach, deliverables or schedule of the project for reasons that are not attributable to PROS.
  • Customer requests a change to the configuration of a deliverable after Customer has signed off on that deliverable.
  • An understanding outlined in the Agreement is invalidated or altered due to circumstances beyond PROS’ control.
  • A project dependency that is beyond PROS’ control impacts delivery of a deliverable under the Agreement.

Change Order Review Process

1. PROS or Customer requests a change to the Agreement by emailing the project management team (PROS project lead and Customer project manager) and describing the requested change, the reason for the change, and the impact of the change on the project schedule and budget.

2. The PROS project lead will deliver an estimation of the work days and time impact of the change to the project.

3. Upon receipt of the request and estimation, the receiving party has two (2) business days to respond via email or in writing.  The receiving party’s response will address the feasibility of incorporating the requested change into the project and the impact, if any, on the project schedule, resources and/or budget associated with the request.

4. Within two (2) business days of the receiving party’s response, the PROS project lead and Customer’s project manager will review all necessary information and make the final decision on whether or not a change order will be implemented.  If the change exceeds the ability of Customer’s project manager to approve, the steering committee (consisting of representatives from both parties) will review the necessary information and make the final decision.

5. If a change to the Work Order is determined to be necessary, the requested change is documented in the change order form by PROS and executed by both parties.

Change Order Form

Fees for services set forth in a change orders can be on a time and materials, fixed fee or zero dollar basis. Samples of the PROS change order form are available upon request.  A change order is not effective until signed by both parties.

Disputes

Any question or issue concerning the meaning or effect of the change control process should be referred to the parties’ duly authorized representatives for discussion and resolution. If the matter is not resolved within two (2) weeks of such referral, the complaining party will formally notify the other party in writing, giving a brief but complete statement of the points in dispute, and the matter will be referred to the steering committee, which will meet to attempt to resolve the matter within two (2) weeks of the receipt of such notice.

Out-of-Scope Activities

Examples of out-of-scope activities that would require a change order include (but are not limited to):

  • Work specific to the implementation of any products or software not covered under the Agreement.
  • Any configurable elements (graphs, price methods, etc.) that are not expressly included as in-scope in the Agreement.
  • Cleansing of Customer data.
  • Design or development of data interfaces.
  • Training services, unless specifically included in the Agreement.
  • Any strategic services not specifically included in-scope of the Agreement, including:
    1. Change management activities
    2. Pricing organization design activities
    3. Pricing process redesign or other process re-engineering services
    4. Pricing strategy development and execution services
    5. Performance management services
  • Troubleshooting or tuning of Customer hardware. If PROS assists in troubleshooting a system problem that ultimately stems from a system or environment issue within Customer’s control, Customer will reimburse PROS’ for its effort at standard rates.
  • Additional work caused by failure of Customer to clearly state understandings with respect to the deliverables.
  • User Acceptance Testing (UAT).  All UAT will be done by Customer.
  • For on-premise solutions, hardware setup and solution migration. For example, Customer is responsible for migrating from the Customer’s quality assurance (QA) environment to the production environment.

 

Effective Date: April 29, 2013

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