<Assumptions:

ProvisionofAdvisoryServicesto<Client>
We set out below the terms of the engagement of your firm to provide advisory services
(the services) in connection with the review of the finance function service delivery
models for <Client> as discussed at our meeting with Peter Bergerac last week. Any work
performed in connection with the engagement before the date of this letter will also be
governed by the terms and conditions of this letter.
Scope of the work
Our scope is to provide independent and objective advice to <Client> management around
the service delivery model and options for the following management functions performed
by each in-scope country:
Financial Functions:
Accounts Payable
Accounts Receivable
General Ledger
Optimizing treasury Operations
o Cost of materials/ total sales
o Marketing expenses / total sales
o Personnel expenses / total sales
Operational Functions:
Supply Chain Management
Operations Cost reduction
Procurement optimization model
Evaluating the option of outsourcing to third party
Other areas where we would provide our solutions include:

Pros/Cons of centralizing the major functions to achieve standard operations

Expansion strategy into Asia Pacific
Strategy to improve the online presence of <Client>
Optimizing the sales channel and its management.

The review of countries and operations covered by this engagement include:

Germany
France
Belgium
Corporate (Western Europe Sub regionbased in Luxembourg)
Asia-Pacific

Due to the confidential nature of this engagement we will be limiting our information
collection to a face-to-face interview with the <Client> Financial Controller, Operations
Controllers and other members as required in each in-scope country and in Corporate, plus
a series of workshops (topics to be a greed).We will also review relevant documentation
which Is already in existence in relation to the existing operations.
Any agreed changes to the scope of our work as the engagement progresses will be
recorded in writing and will be subject to the terms set out in this letter.
The procedures we will use to perform the work set out in this engagement letter will not
constitute an auditor review made in accordance with any generally accepted auditing
standards.
2.

<Client>sresponsibilities

Your firm will not pursuant to this Agreement, perform any management functions for
<Client> nor make any management decisions. <Client> understands and agrees that
pursuant to this Agreement, <Client>s responsibilities include the following:
Designating

a management level individual or individuals to be responsible for

overseeing the Services being provided, evaluating any findings or recommendations,
establishing and maintaining internal controls, and monitoring ongoing activities;
Evaluating the adequacy of the Services performed and any findings that result;
Making management decisions, including accepting responsibility for the results of the
Services;
Where your firm is working on an element of<Client>s project, <Client>retains
responsibility for satisfactory completion of the entire project;
Providing access to <Client> locations and personnel as required by your firm;
Warranting that your firms use of equipment or other property belonging to <Client> does
not infringe on intellectual property rights of, or license agreements with, any third party;
Providing adequate resources for your firm to carry out the work ;and
Providing representations in writing as required by your firm.
3.
Deliverables
The following will be our deliverables from this engagement:
Following completion of our work we shall provide a written report to the directors of
<Client>on our findings. The information will be categorized under the following
headings:
o Executive summary
o Service delivery model options
o Summary of stakeholder comments and feedback from interviews and workshops
o Pros/Cons/Risk of each option
o Management considerations
o Sources of information
We will provide a one hour presentation of our findings to the directors of<Client>.
We will provide weekly project status reports by 4.00pm on Friday of each week to the
<Client> project manager.

In the event that work performed by your firm includes any involvement in the
preparation, consideration or review of <Client> management reports, presentations or
other documents, <Client> will retain responsibility for the man their preparation.
We will indicate within our report the sources of the information presented and will satisfy
ourselves, so far as possible, that the information presented is consistent with other
information which is made available to us in the course of our work in accordance with the
terms of this engagement letter. We will not, however, seek to establish the reliability of the
sources by reference to other evidence, except as may be specifically agreed in writing
between us.