October 2009

1. SWG Vendor Operations – • Guidelines for Vendors • Setting up a contract with ICS October 2009

2. Agenda • Before an engagement • Contracting Vehicle Required • Supplier Set up • Contracting Vehicle Required • Transactional SOWs/ERS • Purchase Orders • Letter of Authorizations

3. BEFORE ENGAGEMENT Contracting Vehicle Required To be considered as a subcontractor • To work as an IBM subcontractor you must either have an active IBM supplier number that is Web Order Invoicing (WOI) enabled or you must be aligned as a sub-tier to an IBM procurement core supplier. • As a subcontractor, you must either have the following agreements in place directly with IBM or an equivalent in place with one of the IBM procurement core suppliers. • Solutions Engagement Agreement (SEA)/Technical Services Agreement (TSA) • These agreements contain base terms and conditions and definitions that are referenced in each work authorization • Agreement for Exchange of Confidential Information (AECI) • Agreement that governs the handling of confidential information between IBM and subcontractors. If specific information is to be disclosed, a supplement will be put in place by IBM procurement which outlines a non-confidential description of what is being disclosed, who is disclosing the information and to whom, the datesfor the discloser and any special conditions surrounding how the information can be handled. • Equipment Program Loaner Agreement (EPLA) • An agreement that outlines how IBM loaned equipment must be handled.

4. BEFORE ENGAGEMENT Contracting Vehicle Required To be considered as a subcontractor • IBM has asked that you align as a subtier to an IBM Procurement Core Supplier in order to do business with IBM ICS is the vendor • Infinite Computing Solutions (ICS) - • John Laskey JLLASKEY@BELLSOUTH.NET 919-678-1228 • Indicate which IBM Relationship Manager asked you to align • ICS has a TSA, Master SOW, AECI and EPLA agreements in place with IBM. In order to align as a subtier, you must sign ICS’ agreements (similar to the above) which contain flow down terms from IBM. • For SWG Services, ICS acts as a contracting and billing vehicle only. ICS will provide a copy of the ERS to you and a PO. Please respond with your acceptance to the ERS within the same business day. • ICS charges an uplift for their services which is paid by IBM.

5. BEFORE ENGAGEMENT Contracting Vehicle Required To be considered as a subcontractor • ICS will require that you comply with the pre-approvals process as dictated by IBM. Unless a direct employment situation is agreed upon with ICS (sometimes desired by independent consultants), costs associated with insurance and criminal background checks must be covered by your company. • You will bill ICS but you will provide your weekly timecards and invoice backup to IBM directly asoutlined in those processes. You do not need to submit timecards or invoice backup to ICS. You will receive payment from ICS at net 60 payment terms. • You will maintain a relationship with IBM and will work with IBM on deployment requests directly. • The focal point for issues (PO,ERS/NON-ERS) use the unique ID IBM-ERS@INFINITE.COM (payment, etc) IBMPAYABLES@INFINITE.COM once aligned with ICS

6. BEFORE ENGAGEMENT Contracting Vehicle Required For deployment on an engagement • Prior to a consultant going on site and working on an IBM engagement, an executed Statement of Work (SOW) and a Work Authorization must be in place. • An SOW can take the form of an Electronic Request for Services (ERS) for vendors that have a Master SOW* with SWG Services, or the traditional SOW which is faxed for signature from IBM procurement. • To be considered “executed” an ERS must be sent to the vendor and returned unchanged with an “ I accept” notated in the email. ICS will be sent the ERS from IBM and will forward it along to the sub-tier vendor • If changes to the ERS are required, the vendor should reject the ERS and contact the person who sent the ERS. The ERS will be rejected, changed and resubmitted. Once executed, the brand subcontractor analyst will send a Vendor Requisition Summary (VRS) with CART ID which will result in a purchase order in support of the ERS. A fully executed ERS with VRS submission is considered the Work Authorization. • In the rare instance where a NON-ERS is required, there are times that a PO cannot be obtained in time for deployment. In these cases, the brand subcontractor analyst will pursue a written approval from procurement. This written authorization to start prior to receipt of a PO can be in the form of an email or a formal Letter of Authorization*

7. BEFORE ENGAGEMENT Contracting Vehicle Required For deployment on an engagement • Working with ICS • ICS has a Master SOW in place which enables us to use an ERS instead of the traditional SOW. POs are released from a template PO called a BSAP. Overall, this process is considered “buyerless”, meaning IBM procurement is not involved, and generally allows us to have a fully executed contract within minutes and a PO within 24 hours. • ICS will issue a PO to the sub-tier vendor once an IBM PO has been received by ICS • ICS has a QuickPlaces assigned. Quickplaces are used to pass IBM and customer confidential information in a secure environment. LN IDs and Dialers will also be made available to the vendor via the QuickPlace. If one of your consultants requires access, that needs to be requested by the Engagement owner and once approved would be posted to ICS’ Quickplace they would provide you with the information.

8. BEFORE ENGAGEMENT Contracting Vehicle Required For deployment on an engagement • Purchase Order • You will know when the SWG subcontractor analyst has requested a PO because you will be sent a Vendor Requisition Summary (VRS) - This will contain a CART # in the subject line. ICS will send this off to you • If you have not received a PO within a week for a fully executed ERS or SOW, please contact ICS. • If you are running out of hours or expenses or the end date of your contract is approaching and you need an extension, please proactively contact the SWG Services engagement owner (the person who sent the original ERS or the IBM contact named in the SOW) and copy the BRAND ID. If you do not receive a response from the engagement owner, please contact your subcontractor analyst.

9. Contact InformationWhere to go for Help: Subcontractor Analysts(note: brand ids are monitored by a primary SA, with backup coverage as needed)

10. Contact InformationWhere to go for Help: General Topics

11. Contact InformationWhere to go for Help: Partner Relationship Management Team Roles • Partner Relationship Management Team Roles: • Proactive partner relationship management • Identifying new vendor companies that can address skill gaps • Negotiation and set up of MSOWs (ERS enables a partner) • Point of contact for the delivery team to address issues with existing partners • *For a complete list of Partner Relationship managers please see Contact List for Partner Relationships

12. Contact InformationWhere to go for Help: Partner Relationship Manager

13. Contact Information for ICSWhere to go for Help: