Statement of Work

1. Project Summary

This Statement of Work (“SOW”) is issued under and subject to the terms and conditions of the Master Subscription Agreement entered into between the customer executing an Order Form (“Customer” or “You”) and BetterCloud, Inc. (the “Company,” “We” or “Us”) for the purchase of professional services from the Company (the “Agreement”). This SOW describes the professional services (the “Professional Services”) that We will provide to You under the Premium Launch Package to ensure a successful implementation and configuration of the applicable BetterCloud Software as a Service (“SaaS”) product(s) purchased by You as part of the Purchased Services (such SaaS product(s) referred to herein as “BetterCloud”).

Our Expert Advisory Group will technically configure BetterCloud, while also providing consultation and advisory services. We will provide dedicated Specialists and project management resources to collaborate with Customer through a series of virtual work sessions to establish a detailed plan to ensure the successful completion of the Premium Launch Package.

2. Project Scope

The scope of this SOW includes the following activities:

Project Kickoff Meeting: We will meet with Customer to review:
a. Customer goals and requirements
b. Detailed technical requirements and project plan
c. Project timing and resourcing
d. Key stakeholders and escalations
Installation and Connectors: We will install BetterCloud into all production environments and configure authentication to connectors.
BetterCloud Technical Demonstration: We will perform a full technical demonstration of BetterCloud for your team, highlighting common use cases and relevant discussion topics.
Onboarding and Offboarding Configuration: We will create workflows to address Customer requirements for onboarding and offboarding.
Workflow Implementation: We will create workflow automations based on discovery of Customer needs, as defined in the kickoff meeting.
Recommended Policies: We will review BetterCloud alerts and create automated notifications and remediations. We will also implement other best practices.
File Data Loss Prevention Policy Planning and Audit: We will review the current state of files shared in your environment, remediate identified security gaps, and create historical audits.
Third Party Applications Consultation and Configuration: We will review the current state of Third Party Applications in your environment, remediate identified security gaps, and create ongoing policies based on your needs. “Third Party Applications” are web-based or offline software applications provided by a third party, which are not connected to and do not interoperate with BetterCloud but have been granted access permissions to applications supported by BetterCloud.
Data Loss Prevention Policy Review and Go-Live: We will review the results of your audits. When you are comfortable with the conditions, we will convert the audits into ongoing policies.
Access Roles and Privileges: We will customize and delegate employees’ access to relevant areas of BetterCloud.
Project Close Out: We will meet with Customer to:
a. Review project and all services delivered
b. Confirm success criteria have been met
c. Provide documentation and resources
d. Recommend next steps, if applicable

All meetings noted above (the “Customer Sessions”) will be held virtually. The details of the above-listed activities will be documented as part of the technical requirements and project plan developed during the project kickoff meeting.

3. Out of scope

The following consultation topics and product configuration are outside of the scope of this SOW:

BetterCloud Platform API consulting
Privileged user training
Additional custom requirements
Product functionality not available to Customer as part of Purchased Services
Functionality considered to be roadmap, or Beta Services

4. Project Management

Communication
During the kickoff call, Customer will designate a project manager and technical contact person, whose contact information will be documented. BetterCloud’s and Customer’s designated project managers will be in regular contact during the project and will be responsible for project planning and management of project delivery.

Working Hours
We will provide the services set forth in this SOW during Our regular business hours (9:00AM to 6:00PM Eastern time), Monday through Friday, excluding holidays (“Business Hours”). Each Customer Session will be scheduled for a minimum of two (2) working hours per day during Business Hours.

Acceptance
We will be deemed to have completed the Professional Services on the date (the “Delivery Date”) that We provide notice (via e-mail) to Customer’s project manager that the Professional Services have been completed. Customer will have a period of ten (10) days after the Delivery Date (the “Testing Period”) to determine whether the Professional Services conform in all material respects to the specifications set forth herein. If, during the Testing Period, Customer provides the Company with written notice, describing with particularity, any material errors, defects or non-conformities that it discovers, We will correct the same in such time and manner as is reasonable under the circumstances. Thereafter, delivery and testing will proceed as set forth in the immediately preceding sentences for as many times as necessary to achieve final acceptance by the Customer (“Acceptance”), with the exception that the Testing Period will be limited to five (5) days for each subsequent cycle of acceptance tests. Acceptance will be deemed to occur if You give Us written notice of its acceptance, or if You fail to give written notice of any errors, defects or non-conformities within the applicable Testing Period. The date on which Acceptance occurs is the “Acceptance Date.”

Cancellation
If You wish to cancel a Customer Session, You must notify Us in writing at least two (2) business days in advance of the applicable Customer Session. If a Customer Session is cancelled with less than the required notice, or if Customer’s project manager or technical contact fails to attend a Customer Session, We reserve the right to deem such project milestone complete and will have no further obligation with respect to such milestone.

Scope Changes
Any changes to the scope as set forth in this SOW must be mutually-agreed in writing and signed by both Customer and the Company. Based on the scope of this project, We are able to estimate the time, resource needs and costs of the project. If the scope increases at any point during the delivery of the project, We may have to dedicate additional time and resources to the project, resulting in an additional cost to Customer. If a change to the project scope is requested by Customer during delivery of the project and such change is accepted by Us, We will provide Customer with a time and cost estimate for the additional project scope.

5. Customer Obligations

Customer hereby agrees to fulfill all of the below obligations (collectively, the “Customer Obligations”):

Customer’s project manager and/or technical contact will actively attend and participate in all Customer Sessions and participate in all activities designated as Customer’s responsibility within project scope, including but not limited to the project kickoff meeting.
Customer will make available all necessary stakeholders and identify internal escalation to ensure appropriate planning and completion of the project.
Customer will complete all pre-session checklist items and detailed technical documentation, as to be defined in the project kickoff meeting.
Customer will maintain all necessary administrative permissions to install and connect the necessary applications to BetterCloud.
Customer will collaborate with the Company to define project plan and management of actual project.
Customer will provide accurate information as necessary for project planning and configuration of BetterCloud.

6. SOW Assumptions

This SOW is subject to the following assumptions:

Any service or activity not specifically included in this SOW is considered to be outside of the scope of this engagement.
All activities within the scope of this SOW will be delivered remotely and during Our Business Hours.
The Company and Customer will work together in good faith to resolve any project issues quickly.
Our ability to deliver on project scope is conditioned on the Customer’s fulfillment of Customer Obligations. If Customer fails to fulfill any of the Customer Obligations within ten (10) business days after We provide notice of same, We may terminate this SOW immediately upon notice to You and We will have no further obligations under this SOW. Should We terminate this SOW, all fees paid or payable hereunder shall be considered earned in full and any Professional Services listed in this SOW not completed will be forfeited. Any and all Professional Services to be performed by the Company following termination of this SOW will require Customer to send a written request to the Company seeking re-engagement and will require the execution of a new SOW.
Scheduling for the Professional Services to be provided hereunder will be mutually agreed upon by the Company and Customer.

7. Fees and Expenses

All Professional Services described in this SOW will be provided on a fixed fee basis. Customer will pay BetterCloud the fees set forth on the applicable Order Form. Fees will be invoiced upon the execution of the applicable Order Form and will be due in accordance with the terms of the Agreement, unless otherwise set forth on the Order Form.

The Professional Services set forth herein will be conducted remotely and offsite. In the event that any services to be performed hereunder must be performed at Customer’s facilities, Customer will be responsible for reimbursing Us for all travel expenses related thereto, payable within thirty (30) days after receipt of Our invoice.

Customer must request commencement of the Professional Services hereunder before the earlier of: a) three (3) months from the date of execution of the applicable Order Form, or b) the expiration of the Subscription Term as set forth on the applicable Order Form. Once the Professional Services covered in this SOW are commenced, all Customer Sessions hereunder must be scheduled within forty-five (45) days from the initial project kickoff meeting (the “SOW Term”). If project delays are incurred due to Customer’s failure to meet the Customer Obligations, this SOW will expire at the end of the SOW Term and We will be relieved of any further obligations to deliver Professional Services that have not been completed under the SOW. No refunds or credits will be provided for any such Professional Services not provided.