Gender-Smart First 180-Days SOW Template

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PRINCIPLES: The principles that [INV./FUND MANAGER NAME] and the Company will strive to operate by are:

Alignment: Agreeing to always do what is in the best interest of the shareholder and/or lenders of the company. Understanding that shareholders are the providers of capital, and managers are stewards of capital. If you are both a manager and a shareholder, agreeing to act first like a shareholder.

 Transparency: Being open and transparent with all business activities.

 Integrity: Never engaging in any corrupt practices.

 Gender Equality: Commitment to becoming a gender-smart company that is led by a gender-balanced management team.

 Openness: Understanding that change can be hard, but change is necessary to realize a new future. By bringing on shareholders, management agrees to be open to receiving feedback and even asks for feedback. Also, for sharing openly about challenges, and not letting issues go unresolved.

Accountability: Agreeing to be held accountable to the shareholders for executing the plans approved by the board, and for all activities that take place at the company under your management.

[INV./FUND MANAGER NAME] and the [INVESTOR NETWORK] closed an investment in (“Company”) on the ____day of ________ in the year of ___________. The follow statement of work provides a basic framework for [INV./FUND MANAGER NAME] and Company to work together during the first 180 days and beyond.

____________________________

Ownership: Agreeing to set the example as a leader of the company, to acknowledge that the Company and the people under your management reflect your own management style and systems, to take ownership of any issues at the company or with staff, and to praise others for accomplishments.

BACKGROUND

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FIRST 180-DAYS STATEMENT OF WORK

Clear Roles: Understanding that [INV./FUND MANAGER NAME] and you play different but necessary roles. [INV./FUND MANAGER NAME] is a shareholder or lender. In this role we act as an adviser and coach. You as the CEO of the Company, are the ultimate stewards of that capital. [INV./FUND MANAGER NAME] will be a board member and in this role we will advise the Company, especially with planning, but will not be responsible for executing plans or delivering results. We will hold the management accountable to implementing the plans. As the CEO, you and your management team are responsible for execution of plans and delivering an acceptable return on invested capital. In exchange, managers get a monthly salary and approved performance bonuses.

Too little change happens the Company does not adopt new behaviors and the Company stagnates.

The CEO and management team pledge their commitment to the principles and inspiring change across the Company. The CEO and management team will regularly review and track progress of implementing the plans approved by the board, through a series of accountability meetings as trained in The Gender-SmartExec’sProgram.

The wrong changes happen, or feedback does not occur to make corrections, and the Companydeteriorates.

CHANGE MANAGEMENT

 Disciplined Management: Committing to implement the lessons and best practices you learned in the Exec’s Program and training your staff on these best practices.

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Responsiveness and Timeliness: Agreeing to being responsive and timely with requests, understanding that these requests are part of being a steward of capital, and to communicating quickly if there are any issues to avoid tension or potential misunderstandings.

As [INV./FUND MANAGER NAME] and the Company begin our partnership, it may feel like there is a lot of change is occurring. [INV./FUND MANAGER NAME] and the Company should aim to manage this change carefully to ensure it is done well and does not overwhelm the Company management or staff. The goal of any change is to support the Company’s growth, not to change for the sake of changing. That said, change is required to advance the Company from where it is today, to where it wishes to be as outlined in the Company’s strategic plan. “We cannot get there by doing what we did to get here.” The following outlines some of the risks and mitigation strategies to ensure change is managed appropriately.

 Excellence: Keeping your word and delivering what has been promised to clients, managers and peers. Acknowledging your actions not only reflect upon you, but they reflect upon the shareholders, and promising to be a steward of capital and of this reputation.

RISKS MITIGATION

Too much change happens too quickly, and the Company’sstaffbecomesoverwhelmed.

beingindicatorsregularlyTheCEOandmanagementteamwilldefineandtrackakeysetofkeyperformancetoensurethecorrectresultsareaccomplished,andifnotmake

TheCEOandmanagement teamaskforregular feedback from their staff and share with the management team and board, when and if necessary, to minimize any negative repercussionsfromchange.

The Company will adopt best practices that will strengthen their management systems that are historically weak in small and medium companies. Strong, disciplined and gender-balanced management will help the Company grow faster and stronger and ultimately become the gender-smart leader in its respective market.

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BEST PRACTICES

During the first 180 days and throughout the course of the partnership, [INV./FUND MANAGER NAME] will advise the Company on six key areas of management development. These are strategic planning, governance, operations/facilities, finance and accounting, human resources, and marketing and sales. [INV./FUND MANAGER NAME] will also assist the Company with special projects, as necessary. The Company will be responsible for their own day-to-day operations, though [INV./FUND MANAGER NAME] may provide strategic input to reduce costs and increase efficiencies. The goals for each key focus area are as follows:

The Company’s leadership (not [INV./FUND MANAGER NAME]) should drive the change.

SCOPE OF WORK AND TIMELINE

 [INV./FUND MANAGER NAME] will coach the Company. The Company must be able to perform all tasks [INV./FUND MANAGER NAME] is initially supporting in the First 180Days Project Plan.

 [INV./FUND MANAGER NAME] will always aim to play an advisory role – as a business and financial consultant advising the Company shareholders, management and support team.

 Communications should be clear from the Company’s leadership team to staff; and leadership team and [INV./FUND MANAGER NAME] should be aligned on goals, roles, milestones, scope, transition plans.

STRATEGIC PLANNING WORK LANE

180-DAY OPPORTUNITIES

STRATEGIC PLANNING GOAL: In first 180 days, the Company’s first priority will be to build a strong project management function at the top of the company. Project management encompasses the planning and execution modules of The Gender-Smart Exec’s Program. The Company, alongside the SGS team, will thus implement the Project Management systems into the portfolio company.

RESPONSIBLE APPROVAL

SGSTeam Board

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SGSTeam Board

GOVERNANCE WORK LANE

DATE SGS team trains management on the OKR system, how to develop OKRs, and the quarterly OKR system is set up, including monthlyTvAreportingmeetings.

DATE Complete the company’s five-year strategic presentedplan;developedplanwithSMARTobjectives,AMPandbudgetandalignedtofive-yearstrategicplansaretobesharedwithallstaffandtoBoard

SGSTeam Board

ACTIVITIES: The activities and milestones to be executed by the team accountable for this work lane are presented in the table below:

SGSTeam Board

SGSTeam Board

DATE Implement weekly Legend, host Legend meetings and all management is using their calendar for meetings and project work on their“IMusts”

GOVERNANCE GOAL: In first 180 days, the Company has a functioning gender-smart Board (or advisory board if lending) in place for making board-level decisions; approving an annual management plan (AMP) and annual budget that the management team is responsible for implementing; evaluating managers’ performance; holding management accountable; and communicating results to shareholders.

DATE SGS team will host one-on-ones coaching with managers, run monthly CFR meetings, and prepare and present updated staffing plantoAMteamandBoardforapproval

DEADLINE

DATE Implement disciplines audit of management sharing the report with the AM team and developingacorrectiveactionplan

STRATEGIC PLANNING TASKS

DATE Hold an All-Hands Meeting with owners and SGS team to introduce SGS team and explain how decisions and management will be handled going forward per the First 180DaysProjectPlan SGSTeam Board

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DEADLINE GOVERNANCE TASKS RESPONSIBLE APPROVAL

ACTIVITIES: The activities and milestones to be executed by the team accountable for this work lane are presented in the table below:

SGS Team and CompanyBoard Board

SGS Team and CompanyBoard Board DATE The Company has an approved annual plan.shareholdersfinancialalignsandbudget,which[INV./FUNDMANAGERNAME]CompanybelievetobeachievableandwiththeAMPandthefive-yearmodelinitiallypresentedtointhestrategicplanorbusiness

SGS Team and CompanyBoard Board DATE The Company has a gender-smart organizational chart, a gender-smart recruitment plan to fill any vacant positions in the management team, and development plansforkeymanagementmembers.

SGS Team and CompanyBoard Board

DATE Compensation plans have been set for key management positions, ensuring gender pay equity, based on performance objectives linkedtotheAMPandannualbudget.

DATE The Company appoints its gender-smart Board of Directors (BOD) and holds its first board meeting, agrees to gender-smart board meeting best practices and diversity charter, and sets a board schedule for the year (monthly for first six months, then at leastquarterly).

SGS Team and CompanyBoard Board DATE The BOD has committed to making the company gender-smart within 24 months and that it is a key part of the company’s growthstrategy

SGS Team and CompanyBoard Board

DATE The Company has an executable annual management plan (AMP) with a clear set of priorities for the first 12 months, that aligns to the five-year strategic plan (or business plan) which was initially presented to shareholders.

DEADLINE GOVERNANCE TASKS RESPONSIBLE APPROVAL DATE

The board has approved an external auditor; audit schedule and review process are in place.

SGS Team and CompanyBoard Board DATE Management is preparing and presenting Investor Reports within two weeks from the end of the quarter to [INV./FUND MANAGER NAME].

SGS Team and CompanyBoard Board

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SGS Team and CompanyBoard Board DATE Management sends Board Reports, including accurate financial statements, three business dayspriorallBoardmeetings.

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ACTIVITIES: The activities and milestones to be executed by the team accountable for this work lane are presented in the table below:

&

OPERATIONS

OPERATIONS FACILITIES WORK LANE & FACILITIES MANAGEMENT GOAL: The Company will create a facilities improvement program to enhance the cleanliness and safety of the work environment, eliminating broken equipment and other facilities issues; all operating procedures will be documented in SOPs; the team will track KPIs for key operating activities and reporting on those KPIs; the team will be trained on how to execute those procedures to the standards of the company, and will work on enhancing operation functions.

DEADLINE OPERATIONS & FACILITIES TASKS RESPONSIBLE APPROVAL DATE

FINANCE & ACCOUNTING GOAL: The Company is able to produce timely and accurate financial statements 15 days from the end of the month, has an executable annual budget, has a 13-week cash flow that is being updated and used weekly by management, has a good accounting system with appropriate internal controls, has a finance manual that the staff have been trained on and the finance team is using to administer the finance department.

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& ACCOUNTING

SGSTeam Board DATE Qualitydocumented/TheCompanywillimplementaQualityControlQualityAssuranceSystemthatisinaSOPandexecutedbyaControlManager.

trained.ProductiontheandcreationthroughTheCompanywillenhanceproductionprocessthebaseliningofproductionKPIs,theofaproductionimprovementplan,executionofsaidplan.ImprovementstoprocesswillbedocumentedinaSOP,onwhichtheteamwillbe

SGSTeam Board

DATE The Company will procure and install machinery per the investment plan, speaking with no less than 3 vendors, then document how to install, maintain and operate the machinery in an accompanying SOP, on which theteamwillbetrained.

DATE The Company will enhance supplier engagement by securing competitive bids throughaproposalprocess.

SGSTeam Board

SGSTeam Board

DATE The Company will determine corporate production, operations and financial KPIs, all of which will be monitored and recorded inan Operations Dashboard that will be updated regularly and shared with the Board and will beusedtocreateimprovementplans.

ACTIVITIES: The activities and milestones to be executed by the team accountable for this work lane are presented in the table below:

SGSTeam Board

FINANCE WORK LANE

DEADLINE FINANCE MANAGEMENT TASKS RESPONSIBLE APPROVAL

DATE The SGS CFO oversees implementation of diligencerecommendationsoutlinedinthefinancialdueand/orauditreports.

DATE Gender-smart HRpoliciesandmanual willbe adopted through the Employee Handbook; a SGSTeam Board

SGSTeam Board DATE The SGS CFO approves the accounting and financeteam’srolesandresponsibilities.

DATE The Company is using a 13-week or 90-day cashflowforecast. SGSTeam Board DATE

DATE The SGS CFO presents the board with a 12monthbudget. SGSTeam Board

DEADLINE HR TASKS RESPONSIBLE APPROVAL

Thefinanceteamclosesthebooks onthe 5th of the month, generates financial statements by the 10th, and presents the SGS CFO with finalized monthly financial statements on the 15th, and prepares a set of key ratios and commentary to advise the CEO and management on the current financial health of thecompany. SGSTeam Board

DATE The SGS CFO approves an updated finance manual outlining the controls, approvals, systems,rules,etc.ofthefinancedepartment.

HR GOAL: In first 180 days, the Company will improve it’s HR manual and policies (i.e., Employee Handbook) to move the Company towards becoming gender smart. Through the Employee Handbook, the Company will have an enhanced recruitment strategy with a gender lens, an enhanced benefits package ensuring pay equity and gender-smart benefits, and a clear advancement plan for key positions ensuring equal opportunity and women’s career advancement. Internal training and human capital development program will also be developed for management.

SGSTeam Board

SGSTeam Board

ACTIVITIES: The activities and milestones to be executed by the team accountable for this work lane are presented in the table below:

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SGSTeam Board

DATE Gender-smart position agreements (PA) will be drafted for all managers, discussed and signed.

DEADLINE HR TASKS

RESPONSIBLE APPROVAL gender-smart HR improvement management plan will be developed to address issues flagged in due diligence and included in the First180-DaysProjectPlan.

SGSTeam Board DATE Gender-smart workplace enhancements will be implemented, including office signage and employeesatisfaction/feedbacksurveys.

SGSTeam Board MARKETING AND SALES WORK LANE MARKETING AND SALES GOALS: The Company has clear roles and responsibilities defined for its sales and marketing teams, a gender-smart marketing plan and sales system, and all marketing and sales tools (i.e., collateral, website, brochures, etc.) needed to scale the company will be enhanced to be gender-smart.

DATE The Company’s entire management team will take The Gender-Smart Exec’s Program training refresher (i.e., a refresher “bootcamp” and deep dives into the training programtopics).

ACTIVITIES: The activities and milestones to be executed by the team accountable for this work lane are presented in the table below:

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DATE Board

SGSTeam Board

DEADLINE MARKETING TASKS RESPONSIBLE APPROVAL

DATE Definethegender-smartmarketingstrategy.

DATE Updating the Company’s gender-smart sales strategy and systems including but not limited to preparing a detailed distribution plan and sales channels, or preparing a sales closing.track,pipelinewithaleadgenerationsystemtofind,andmoveleadsfromprospectsto

Corporate Culture/HR – Advice on relatedimprovements SGSTeam

developandimplement  TechnicalSOP’s  KnowledgeManagement

SGSTeam Board

The clock started ticking on the ____day of ________ in the year of ___________. [INV./FUND MANAGER NAME] and the Company aim to complete the bulk of the work outlined above within 180 days of the close, which is the ____day of ________ in the year of ___________.

SPECIAL PROJECTS: To be determined and agreed upon based on the strategy set forth in the business plan. These may include:

SGSTeam Board

DEADLINE SPECIAL TASKS RESPONSIBLE APPROVAL DATE Training - Assistance (advice) on how to SGSTeam Board

DATE Select marketing firm, if needed and in the approved budget, to develop a gender-smart marketing plan to accomplish the sales targets outlined in the budget. The gendersmartplancouldinclude,butisnot limitedto, updating the Company’s branding guidelines; updating the logo, website, packaging, marketing collateral; developing promotional strategies;evaluatingpricingstrategies.

TIMELINE

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As the General Manager/CEO of the Company, I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977 which requires transparent accounting and bans bribery of officials.

Name: ________________________ Signature:

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As an owner of the Company, I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977, which requires transparent accounting and bans bribery of officials.

SHAREHOLDER 2 –

AGREEMENT IN WITNESS WHEREOF the parties hereto agree to this statement of work on the ____day of ________ in the year of ___________.

1 –

As an owner of the Company, I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977, which requires transparent accounting and bans bribery of officials.

SHAREHOLDER

Name: ________________________ Signature:

SHAREHOLDER 3 –

As an owner of the Company, I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977, which requires transparent accounting and bans bribery of officials.

Name: ________________________ Signature: GENERAL MANAGER/CEO

Signature: [INV./FUND MANAGER NAME] REPRESENTATIVE – DIR. OF AM

As the Project Manager for [INV./FUND MANAGER NAME] for this investment, I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977, which requires transparent accounting and bans bribery of officials.

Name: ________________________ Signature: FINANCE MANAGER

Name: ________________________ Signature:

Name: ________________________ Signature: [INV./FUND MANAGER NAME] REPRESENTATIVE – CIO

As Partner of [INV./FUND MANAGER NAME], I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977, which requires transparent accounting and bans bribery of officials.

Name: ________________________ Signature: [INV./FUND MANAGER NAME] REPRESENTATIVE – RM

As a CFO/Analyst of [INV./FUND MANAGER NAME], I hereby acknowledge that the [INV./FUND MANAGER NAME] team will do its best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977, which requires transparent accounting and bans bribery of officials.

As the CFO/ACCOUNTANT of the Company, I will do my best to fulfill the goals and timeline set forth in this statement of work. I also agree to abide by the U.S. Foreign Corrupt Practices Act of 1977 which requires transparent accounting and bans bribery of officials.

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Name: ________________________

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