Microsoft Statement of Work

This Statement of Work (“SOW”) to the Vendor Services Agreement effective 2/26/2010 (“Agreement” or “VSA”) between Microsoft Corporation (“Microsoft”) and Rainmaker Systems Inc (“Vendor”) is entered into between the parties and is effective on July 23, 2012 (“SOW Effective Date”). This SOW reflects the joining of the **** and **** SOWs (previously separate) into one SOW. This SOW is subject to all terms and conditions in the Agreement. In the event of a conflict between the SOW and the Agreement, the terms and conditions of the SOW will prevail. The parties agree as follows:

The purpose of this SOW is to document the requirements, specifications, implementation approach, deliverables, pricing and other rights and obligations of the parties to achieve Microsoft’s objectives as more clearly described herein. Capitalized terms used but not defined in this SOW will have the meanings described in the Agreement.

The following provides a general overview of Work to be provided under this SOW:

The scope and primary objectives are to:

The following describes the project expectations and specifications; Vendor activities; and reporting requirements for:  Work, Services, handling of Microsoft Products, and/or other items or materials that Vendor will perform and/or deliver to Microsoft under this SOW and in accordance with the Agreement  (collectively,

the “Work”). 

With the launch of ****, Microsoft now sells directly to business customers and public agencies as well as through its extensive network of partners.

The ****, **** Online and **** helps a Microsoft Customer:

****

IM & Online Meetings    

****

The scope of services requested is focused on customer qualification through:

The ****, **** Online and ****Trials process will be supported by

The Inside Sales Specialist (ISS) will be responsible for attempting to reach customers from trials, chats or prospecting campaigns with the objective of conducting customer profiling and basic needs discovery, qualify an opportunity following BANT criteria. This includes:

In addition to deploying a well-defined engagement model, Inside Sales Specialist (ISS ) will leverage Microsoft Solution Sales Specialists, other Microsoft Sales and Services professionals and Microsoft partners who will assist in providing customers with world-class solutions.

(a)    Facilities

Vendor shall perform the Work under this SOW at the following Site(s) (owned or leased by Vendor)

Should vendor wish to provide services for this SOW at a location not listed in section 2.3(a), they must first seek and obtain written approval from Microsoft.

(b)    Language Support

Vendor shall provide the Work under this SOW in the following language(s):

(c)    All vendor staff including but not limited to ISS, Team Leads, shall have a working knowledge of English

i.    Adding Supported Languages

Microsoft may request that additional languages be added to support the target geographic areas and languages not listed as essential in 2.3b to the program via the Change Order process. The addition of new languages to the program is subject to (i) the commercial availability of the language skill at the location requested (ii) and the agreement that Microsoft will pay any cost associated with developing or adapting training materials in said language.

ii.    Removal or Relocation of a Program Language

In the event that Rainmaker wishes to remove or relocate an Essential Program Language, the request must be handled through the change order process.

iii.    Changes in Supported Languages

Rainmaker may request the removal or reassignment of any program language related to a Call Center using the Change Order process. Rainmaker must have approval from Microsoft to remove or reassign any program languages for Services currently being delivered under the SOW. Microsoft agrees it will not unreasonably withhold or delay such approval.

Days and Hours of Support

The vendor will provide and schedule the appropriate staffing to ensure continuous coverage during business hours for each of the geographic areas being served by that center. For public holidays of the host site that are not observed by the target geographic area the vendor must maintain resource coverage in EMEA and APAC, excluding Americas, which will observe site holidays. Vendor agrees that Microsoft will not pay for overtime to employees.

The target geographic areas are as follows:

Outbound calling must comply with the national, regional and local regulations applicable to business to business calls in each of the markets or countries being served.

It is Vendor’s responsibility to ensure that all local and national employment laws are complied with in connection with Vendor’s employees.

Should Microsoft wish to extend the times during which Vendor provides Services, Vendor agrees to make all reasonable efforts to comply with such requests after all such requests are documented, via the Change request process as detailed in the VSA.

Vendor will staff the telesales function with personnel who possess the following characteristics and minimum credentials and qualifications:

The Inside Sales Specialist (ISS) is a telephone-based resource contacting each new **** and **** Online and ****Trial customer with the objective of conducting customer profiling and basic needs discovery to ensure that each customer is supported in the most appropriate way during their **** or **** Online and ****Trial.

The ISS will discuss with customers Microsoft value proposition of its ****offerings, explaining to customers how Microsoft ****offerings will benefit customers business.

The ISS will validate customer profile information and understand why the customer has chosen to sign up for the trial. The ISS will have targets set on the percentage of trial customers contacted within hours defined in SLA by country of record available in ****, the percentage of trial customers reached, and the number and percentage of trial customers successfully qualified and handed off.

The ISS is responsible for understanding the basic needs of the customer from a PC Management functionality perspective and also augmenting the sign-up profile with additional data account and

contact data.

The ISS identifies the customer’s next steps and then sets the appropriate expectations with the customer for follow up. The appropriate next steps will depend on a combination of:

The ISS is expected to recommend a Microsoft Partner for further engagement, if the customer does not have a preferred incumbent. This role is responsible in ensuring that qualified customers are handed off smoothly to their next Microsoft contact or Partner or to proceed with customer self-service.

In addition to the tasks above, the ISS level II will be responsible for creating opportunities for cross-sell and upsell campaigns and nurture leads (****% to ****%). In addition they will be responsible for online presentation in a 1:many model.

The Team Leader provides day-to-day supervision and coaching of the supplier team and plays a vital role in helping the often relatively inexperienced team members navigate the challenging matrix of Microsoft, the partner model and the network of internal Microsoft stakeholders and subject matter experts. The team leader should be dedicated to Microsoft accounts only, where that is not feasible the vendor must notify Microsoft of the shared responsibility.

The primary objective for the Team Leader is to manage his/her team to grow the number and conversion rate of trial customers to paid subscribers whilst maintaining a positive customer satisfaction

and increasing Microsoft **** and **** Online and Microsoft ****activated customers. The Team Leader’s role is to:

Other crucial responsibilities of the Team Leader include compiling and maintaining call statistics and ensuring a consistently high quality of operations.

Vendor will work with Microsoft to validate the resource model in place as of the effective date. This model will be called the Transition Resource Model. Vendor will have **** days from the effective date to transition to the following resource model. During the **** days transition period, Vendor will invoice Microsoft for all agents actually in role and delivering services, according to the Transition Resource Model. Vendor shall not invoice for any open positions.

Rainmaker agrees to staff a minimum of 45Total ISS tele-representatives on a global basis during Year 1 of this SOW. Microsoft agrees not to request a reduction in the number of resources below 45 Total tele-representatives on a global basis during Year 1 of this SOW. During that same time Microsoft may request to increase resources as outlined in 2.7.2 (a).

All staffing changes are subject to the provisions of this SOW. For any change in staffing level as defined below, Rainmaker will adjust and pro-rate invoices based on actual days services were performed during the period. This adjust applies for increases and decreases

All changes in program commitments and personnel assignments will be managed via the change order process unless specifically permitted by a provision of this section.

Microsoft may request an increase in ISS program staff of not more than **** within **** day period unless otherwise agreed by Rainmaker.

Rainmaker and Microsoft will mutually agree and sign a change order documenting the scope of the staff increase or decrease. The change order effective date will begin no later than on the first day of the following month. Rainmaker will be required to have said staff delivering Services on behalf of Microsoft within **** days of change order effective date.

Unplanned Staff Replacements or Attrition. The parties acknowledge that unplanned changes will occur from time to time and Rainmaker will be required to notify Microsoft on all staffing changes updates on a weekly basis, and provide an English language interim coverage plan within 48 hours after said notification.

Rainmaker may request the reassignment of Rainmaker personnel with **** days notification to Microsoft. Unless expressly permitted by Microsoft, Rainmaker shall not permit said employee to deliver services to a Microsoft Competitor, as designated by Microsoft within the **** days following the transfer. The requirement for notice and prior plan to replace is waived if it is determined by Rainmaker that immediate removal of personnel is necessary to protect either party's interests.

If Microsoft hires a Rainmaker ISS into Microsoft Field Sales team, the applicable attrition penalty KPI’s will not apply. Microsoft agrees to not pro-actively recruit Rainmaker ISS agents unless the agent is part of agreed upon progression plan. Any intent to recruit must be communicated to Rainmaker and agreed to by RNMK management team. If agent does transfer to MSFT, Microsoft agrees to adjust KPIs and SLAs accordingly. Microsoft agrees to a pass through agreement fee (no markup) upon employee hire.

2.8.    Microsoft Supplied Materials

Microsoft will provide the following facilities, tools, and equipment to Vendor for the purposes of performing the Work (“Microsoft Supplied Materials.”) Vendor will be responsible for providing all other facilities, tools and equipment not otherwise described herein.

Microsoft will provide as needed and/or as requested training for the telesales representatives on relevant topics. These trainings will be online trainings. If training is to be conducted in a classroom, Microsoft will provide a virtual train the trainer to the Global Vendor Trainer. The Global Vendor Trainer is responsible to train all reps in all locations. As deemed necessary by Microsoft, Microsoft shall provide readiness plans and Train the Trainer programs for new products, program launches and tools enhancements or rollouts, or if there is a significant change to current products or processes/initiatives. This shall include training materials and documentation as appropriate.

Microsoft will provide Vendor telesales representatives and management with an appropriate level of system access and training to support use of a partner and account look-up and other Microsoft tools as required to perform sales and trial management functions.

Microsoft will provide Vendor with the reporting templates that are needed for the Weekly Reports

2.9.    General Infrastructure

Vendor will provide adequate workstations for all Tele members, which include ample space for all equipment and storage/filing needs, noise reduction, and any other variables necessary to ensure it is conducive to a positive and productive sales environment.

Vendor shall have an infrastructure capable of supporting a variety of data communications – including phone, e-mail and internet – required to support Tele operations. Vendor will be able to support file attachments within e-mail and be compatible with current and future versions of Microsoft Exchange Server, Microsoft Email client of Exchange or Microsoft Outlook, Office Communications Server, Microsoft Office and other relevant Microsoft applications necessary to manage the business. Vendor must have the required infrastructure to remotely access Microsoft corporate network to perform role related tasks.

The supplier must equip each Tele member with the following minimum specifications for each desktop:

Vendor shall provide internet access bandwidth at a minimum of 20 kilobits per second (kbps) per workstation. In addition to internet access, the supplier shall meet the following specifications:

network (VPN) capabilities to the desktop

Vendor shall be responsible for its local area network (LAN). In addition, the supplier shall:

Vendor shall provide functionality of a traditional PBX, including (but not limited to) call transfers in blind or consult mode, conference calls with a dedicated and non-dedicated conference board, call parking, and call pick-up.

Additional specifications include:

Vendor shall provide functionality quickly and accurately route incoming calls. ACD requirements include:

Microsoft prefers that the supplier ACD has built-in multimedia support with a universal queuing engine. The system should queue and distribute text chats, e-mails, web-based interactions and other events chosen to track contacts – all using the same skills-based routing as for telephone calls.

Vendor shall be responsible for all maintenance, upkeep and upgrades for the ACD system. At no time shall the system hardware and software be below the “Minimum Recommended Configuration” as specified by the system’s manufacturer. Additional requirements include:

Vendor telecom solution shall provide Team Leaders and Microsoft employees real-time call monitoring and recording compliant with applicable regulations. The on-demand monitoring and recording system shall be easy to use, activated at the Team Leader’s console. The system will record and deliver recorded interactions in known data file formats such as .wav and HTML.

2.10.    Confidentiality

2.11.    Training Requirements

At Microsoft’s discretion, Vendor shall be responsible to host Train the Trainer sessions at the Vendor’s Site(s). Vendor shall be required to have their trainers available for all Train the Trainer sessions.

Trainers should review call monitoring templates and identify individuals that need further coaching/training or more generally identify, on an ongoing basis, general training needs for the overall team.

Vendor shall ensure that each Site maintains adequately equipped training facilities to deliver training to vendor staff in connection with the Work covered by this SOW. Such facilities shall at a minimum include training rooms equipped with:

Rainmaker Agent Induction Training –****hours

**** product training – **** hours

**** product training – **** hours

First month – **** hours

Within three months – **** hours

Within first year – **** hours

One year total – **** hours

Annually after first year – **** hours

First Month – **** hours

Within three months – **** hours

Within first year – **** hours

One year total – **** hours

Annually after first year – **** hours

As deemed necessary by Microsoft, Microsoft shall provide readiness plans and Train the Trainer programs for new products, service updates, program launches and tools enhancements or rollouts, or if there is a significant change to current products or processes / initiatives. This shall include training materials and documentation as appropriate. Training will be available on ****.

Microsoft is under no obligation to provide ongoing training after initial launch of Work contained in this SOW

Vendor shall ensure that:
All training requirements will be completed prior to first trial participant outbound call is placed. Additionally, all ISS resources will be tested and certified proficient prior to being released to the floor.

    

Vendor shall employ customary procedures for monitoring the quality of service provided by the ISS . A Quality Monitoring Form shall be developed by Vendor, meeting Microsoft approval, and consistently used by Team Leaders and retained for reporting purposes. Vendor is encouraged to provide a list of key checkpoints for a proposed QM Form for telephone calls and e-mails.

2.12.    Reporting Requirements

Vendor will provide the following reports to Microsoft in accordance with the schedule indicated.

Reporting is a shared responsibility between Vendor and Microsoft. Vendor needs to promptly and

accurately enter all necessary and requested data into the **** - Online trial management system and other tools as specified. In addition, Vendor will need to track and record all Vendor-specific activities required for reporting purposes. Microsoft will generate and communicate all necessary reports with the Vendor in a timely manner so that Vendor may be prepared to fulfill its responsibilities in scheduled meetings, **** and **** Online trial conversion discussions, etc.

    

2.13.    Project Governance

Vendor will participate in the regular meetings indicated below.

 

Vendor shall organize a weekly review meeting with the focus on reviewing the outputs covered in reporting section 2.13.

Vendor shall organize and present monthly operational business reviews for Microsoft. The agenda and expectations shall be based on input from the Microsoft Account Manager and/or the Microsoft Service Delivery team. In general, these meetings shall include a Vendor performance review, continuous improvement projects, management status reviews, efficiency optimization initiatives and other operational areas and issues. Operational business reviews may be held via a telephone conference facility. Vendor participants would typically be key operational management i.e. those Vendor staff responsible for day-to-day performance against core metrics set out in this SOW.

Quarterly Business Reviews (QBRs) shall be held every three (3) months, face-to-face in a mutually agreed location, generally at one of Vendor’s locations (i.e. a Site currently delivering service for Microsoft). It may on occasion be held at a Microsoft office. Conference call participation should be limited. To maintain focus and ensure direct and open communication, only key participants shall be present and shall include senior management representation from both parties. The purpose of the QBR is to review Vendor

performance, business trends and strategic direction. In general, these meetings shall assess the future outlook and review the previous period.

QBRs shall include, but not be limited to the following components:

Nothing in this section shall prevent more frequent reviews being performed by either party. Any failure of Vendor and Microsoft to provide the reviews or have the meetings described in this section shall not affect Vendor’s obligations under the VSA or this SOW or the rights and remedies of Microsoft for Vendor’s non-performance under the VSA or this SOW.

2.14.    Security Requirements

In addition to the security requirements contained in the Agreement and elsewhere in this SOW, Vendor shall implement and/or comply with the following security requirements.

To the extent Services are performed at Vendor Facilities, Vendor shall provide a secured Facility which

limits the access to the Facility by non-authorized Vendor employees.

In the event that that Vendor chooses to create an Offsite Facility, additional requirements will be provided to Vendor, subject to the Change Control process set forth in Section 5 of this SOW. “Offsite Facility” means any location not owned or leased by Microsoft that has a persistent connection to the Microsoft corporate network. A persistent connection is one that continues to exist in perpetuity such as a dedicated network connection. A RAS connection is not an example of a persistent connection. As of the Effective Date of this MSOW, there is no Vendor Offsite Facility used for the performance of Services, as the term is defined above.

Vendor shall participate in Microsoft’s VPA Program to ensure that appropriate information security and privacy measures are contemplated and integrated into the Vendor environments that handle Microsoft customer, employee, and/or partner personal information. Access to the VPA information at the following link:

The level of physical access control for any area that contains institutional information is determined by the level of risk and exposure. Data centers and other locations where restricted information is housed will be protected at all times by physical access controls such as keys, access cards, and/or security alarms.

Vendor shall ensure that all network equipment and computing equipment containing sensitive or business critical systems and data are kept in an access-controlled secure physical location. Each server room will be restricted to IT and Maintenance personnel only. 

All Microsoft data will be kept secure and access to it and Microsoft tools will be strictly limited to those directly involved with the Microsoft account. Vendor shall ensure that:

(a)    To the extent the termination provisions herein are inconsistent with those in the VSA, the termination terms herein shall govern this SOW. Otherwise, the termination provisions in the VSA shall apply.

(b)    Microsoft has the right to terminate this SOW for convenience with 60 days advance written notice.

Either party may terminate this SOW if the other party has experienced a default set forth below:

Rainmaker Default. For the purposes of this SOW, a default shall have occurred with respect to Rainmaker, if:

For the purposes of this SOW, a material default shall have occurred with respect to either party if such party ceases to do business as a going concern (a corporate consolidation, merger, reorganization or acquisition through which a party may be succeeded in its business by another entity shall not in and of itself be deemed to be ceasing to do business); or becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under U.S. bankruptcy law, or has wound up or liquidated its business voluntarily or otherwise; or as otherwise defined in Section 11 – Term of Agreement in the VSA).

Default Notice and Cure Period. Upon the occurrence of a default as defined herein, the non-defaulting party shall issue a written Notice of Default to the other party. Except as otherwise provided herein, the non-defaulting party may terminate this SOW thirty (30) days after issuance of the Notice of Default, unless the defaulting party has cured such default within the thirty (30) day period or such longer period as may be required to cure such default, provided that the defaulting party has, within said thirty (30) period, commenced and is diligently pursuing an effective cure except that this longer period to cure does not apply to Vendor’s obligation to maintain its line of credit.

Pricing and payment for all Work provided hereunder shall be in accordance with the following.

Pricing will be effective immediately.

The Vendor agrees to the following pay-for-performance payment model.

The vendor’s performance is measured in two ways: key performance indicators (KPIs) and service level agreements (SLAs) in a pay-for-performance payment model.

There are two components of the Base Monthly Payment: the Fixed Quarterly Payment and Variable Quarterly Payment. The Fixed and Variable Payments are combined to produce the Base Quarterly Payment to the vendor.

Vendor will be judged on the Quality of Leads handed off to Partner through the partner quality validation process. Rainmaker will send a pre-formatted form email to each partner that receives a qualified opportunity. The partner is required to respond with a fully completed opportunity quality assessment within 5 business days from sent date. Rainmaker will review any negative feedback on the opportunity quality by reviewing recorded calls and provide closed loop activity prior to acceptance that the opportunity failed the criteria.

The calculation to be used will be # that Failed Quality Criteria/Total Qualified Opportunities.

Number of total team members that have left / Total team

The table below shows the weightage assigned to each metric as a percentage of the total Variable Payment.

In performing the Services hereunder, Vendor shall meet or exceed the metrics described herein

All metrics listed in the Core and Supporting Metrics are to be managed by Rainmaker on a daily basis, reported to Microsoft on a weekly basis, and evaluated by both parties monthly against milestone objectives. The SLA’s are comprised of two components: Core Metrics and Infrastructure Metrics.

The following representative from Microsoft, or their successor or designee, will be considered the Microsoft Vendor Account Manager or VAM and will have authority to represent Microsoft with respect to this SOW: ****

The following representative from Vendor, or their successor or designee, will be considered the Vendor Account Manager and will have authority to represent Vendor with respect to this SOW: ****

If the above Microsoft and Vendor representatives are unable to come to agreement on decisions that affect this SOW, the issue will be escalated respectively by the parties to management as follows:

Changes to this SOW will be in accordance with the process described in Section 4(f) of the Agreement. Approved Changes will be memorialized in writing using the Change Control Form attached hereto as Exhibit A and, upon signature by both parties, will become an attachment to this SOW.

Agreement, are deemed to apply to the On-Line Trial Success Management Work performed under this SOW.

__/s/ Robert Jones                                    July 22, 2012__

Robert Jones, Microsoft GM WW Tele Mgt & Inside Sales                    Date

__/s/_Vahe Torossian                                July 25, 2012__

Vahe Torossian, Microsoft Corporate VP SMSP                        Date

__/s/ Timothy Burns                                    July 21, 2012__

Timothy Burns, Rainmaker Corporate Controller/SVP Finance & HR                Date