Amended and Restated Statement of work ("A&R SOW")

This Amended and Restated Statement of Work (A&R SOW) amends that certain Statement of Work with an effective date of ___________, entered into pursuant to the Microsoft Purchase Order Terms and Conditions by the parties hereto. This A&R SOW has the A&R SOW Effective Date set forth above.

Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by Microsoft to Supplier from time to time, Supplier shall  deliver to  and/or  perform for Microsoft the following goods, services and/or other items or materials as a work made for hire (collectively, the "Services").

Supplier will apply its proven approach to and methodological system for Customer Experience Management to assist Microsoft's Applications and Services Group and Office 365 team to leverage an outside-in "customer" perspective to codify the end-to-end SMB onboarding experience, and developing research and strategy-driven recommendations for a series of prioritized improvements.

Specifically, Supplier will assist O365 to better understand the O365 onboarding journey and help identify improvement opportunities by "walking" two defined personas (business owner and very small business owner) through relevant, end-to-end, scenario-based journeys across the onboarding lifecycle, as defined.

The insights gained through this engagement will help Microsoft's O365 team to support their vision of providing an excellent customer experience (CX), through a better understanding of the current end-to-end experience across key interest areas including the overall onboarding journey, individual journey stages, individual touchpoints encountered and the functional and emotional attributes and expectations desired.

Specifically, Supplier will assist Microsoft and the Office 365 team to:

Microsoft will be responsible for internal project management, as well as acquisition and supply of existing customer data/research sample, in supplier required formats. Additionally, Microsoft will be responsible for any design, development and deployment of specific improvement solutions.

The key activities for each phase of Suppliers work are as follows:

All Services shall be treated as Microsoft Confidential Information unless otherwise designated by Microsoft.

Assuming a start date of no later than January 26, 2014, Supplier shall complete and deliver all Services to Microsoft on or before April 31, 2015. The milestone delivery schedule for the Services, if applicable, shall be as follows: (Please note: Completion of milestones by these dates is dependent on Microsoft's ability to adhere to applicable dates in the detailed project schedule)

As complete and final payment for Services which have been completed and delivered by Supplier to Microsoft and which have been accepted by Microsoft, Microsoft shall pay Supplier a Total fee not to exceed service fees and expenses in the amount of Three Hundred Thirty Three Thousand U.S. Dollars ($333,000.00 USD) in accordance with the following terms. The Service Fees for this A&R SOW are a Not to Exceed (NTE) amount based on the Description of Services and may be paid in accordance with the Milestones noted in Section 2 Deliverables/Delivery Schedule.  Vendor has taken appropriate steps to understand the project requirements and will deliver the Services at, or below, the NTE cost in section 3.3 Fee Calculation.

Microsoft shall reimburse Supplier up to Ten Thousand U.S. Dollars ($10,000.00 USD) for pre- approved, reasonable and actual travel and travel-related expenses incurred by Supplier in connection with the performance of the Services. All travel expenses hereunder are subject to Microsoft's review and the Microsoft Travel Policy and Supplier must submit appropriate documentation evidencing expenses to be reimbursed.

Microsoft shall reimburse Vendor up to Twenty Thousand U.S. Dollars ($20,000.00 USD) for pre-approved, additional Supplier fees.

For all engagements (Time & Materials and Not to Exceed) the following table is required to capture resource levels associated with the A&R SOW. All Levels and Rates must be in accordance with established Non-Tech PM Rate Cards. Total cost in the table in 3.3 should align to the total cost of Service Fees, as defined in Section 3.1.

Supplier is responsible for and will pay all wages, fringe benefits, payroll taxes, insurance, work schedules, and work conditions with respect to its employees, contractors or other resources performing Services under this A&R SOW.

Supplier will defend, indemnify, and hold Microsoft harmless from and against any action instituted by Supplier personnel against Microsoft for wages, fringe benefits, other compensation, or similar claims under applicable law; and any claims challenging the Supplier's right to dismiss its personnel.

Unless specifically described otherwise in the A&R SOW, changes to this A&R SOW will be made by mutually executed amendment.