Statement of Work

1. Project Summary

This Statement of Work (“SOW”) is issued under and subject to the terms and conditions of the Main Subscription Agreement entered into between the customer executing an Order Form (“You” or “Your” or “Customer”) and BetterCloud, Inc. (“We” or “Us” or “Ours” or “BetterCloud”) for the purchase of professional services from Us (the “Agreement”). This SOW describes the professional services (the “Professional Services”) that We will provide to You under the applicable Order Form (“Service”) to ensure a successful implementation and configuration of the applicable BetterCloud Software as a Service (“SaaS”) product(s) purchased by You (such SaaS product(s) referred to herein as the “BetterCloud Platform”). All capitalized terms not defined in this SOW shall have the meaning assigned to them in the Agreement.

Our Professional Services Organization will assist to technically configure the BetterCloud Platform and provide consultation and advisory services. We may provide Architects, Implementation Specialists and project management resources to collaborate with You through a series of virtual workshops (“Workshops”) to ensure the successful completion of the applicable Service and offline work.

2. Project Scope

2.1. Project Scope

The scope of the Professional Services is based on the Service purchased in the applicable Order Form as set forth in the service table below (“Service Table”):

	Service
Professional Services Included*	Pro BetterCloud Services	Complete BetterCloud Services
Project Kick Off	X	X
The Configuration Workshop	X	X
Requirements Workshop	X	X
User Lifecycle Automation Workshop(s)	X	X
Application Discovery Workshop(s)	X	X
Security Policy Enforcement Workshop(s)		X
Testing and Production Configuration	X	X
Production Testing and Go-Live Workshop	X	X
Project Close Meeting	X	X

*For additional information on each Professional Service please refer to the Professional Services descriptions in Section 9.

2.2. Outcomes

The following outcomes will be completed as part of the Service, subject to the terms herein:

Project Kick Off Deck: The “Project Kick Off Deck” will identify project team, use cases, and project schedule.
Customer Checklist: The “Customer Checklist” will be updated from time-to-time throughout the duration of the Service to provide an agenda for, and outline any work to be completed by You prior to, each workshop included in the Professional Services.
Project Handoff Deck: The “Project Handoff Deck” will summarize the results of the Professional Services, provide recommended next steps and introduce Your Customer Success Manager.
Executive Summary: The “Executive Summary” is a report of Your early usage of the BetterCloud Platform.

Additionally, the following outcomes will be completed as part of the Service, subject to the terms herein:

Up to 10 BetterCloud Platform SaaS application integrations will be connected together, as mutually agreed upon.
Up to 10 BetterCloud Platform workflows will be deployed, as mutually agreed upon.

3. Out of scope

The following services and activities are outside of the scope of this SOW:

Platform API consulting
Development of custom integrations
User training
Additional custom requirements
Product functionality not available to You as part of Purchased Services
Functionality considered to be roadmap, or Beta Services
Development or customization of any change management, communication or other type of templates

Any service or activity not specifically included in the Service purchased by You is considered to be outside of the scope of this engagement.

4. Project Management

4.1. Communication
During the Project Kickoff, You will designate a project manager and technical contact person, whose contact information will be documented in writing to Us. Our and Your designated project managers will be in regular contact during the project and will be the primary persons responsible for project planning and management of project delivery.

4.2. Working Hours
We will perform the Professional Services included in the Service purchased by You between 9:00AM to 5:00PM (Eastern Time or Pacific Time, as determined by Our resource assigned), Monday through Friday, excluding US holidays (“Business Hours”). Each Workshop will be scheduled for the duration set forth in the Customer Checklist provided to You on or before the Project Kickoff. Exceptions will only be made as mutually agreed in writing.

4.3. Acceptance
We will be deemed to have completed the Professional Services included in the Service purchased by You on the date (the “Delivery Date”) that We provide notice (via e-mail) to Your project manager that the Professional Services have been completed. You will have a period of ten (10) days after the Delivery Date (the “Testing Period”) to determine whether such Professional Services conform in all material respects to the specifications set forth herein. If, during the Testing Period, You provide Us with written notice, describing with particularity, any material errors, defects or non-conformities that You discover, 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 Your final acceptance (“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.”

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

4.5. Scope Changes
Any changes to the scope of the Service purchased by You must be mutually-agreed in writing and signed by both You and Us. Based on the scope of the 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 You. If a change to the project scope is requested by You during delivery of the project and such change is accepted by Us, We will provide You with a time and cost estimate for the additional project scope.

5. Customer Obligations

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

Your project personnel will actively attend and participate in all Workshops and participate in all activities designated as Your responsibility within project scope including but not limited to the Project Kickoff.
You will make available all necessary stakeholders and identify internal escalation to ensure appropriate planning and completion of the project.
You will complete all prerequisite and post Workshop activities, as defined by Us in the Project Kickoff or project workbook provided to You on or before the Project Kickoff.
You will maintain all necessary administrative permissions to install and connect the necessary applications to the BetterCloud Platform.
You will collaborate with Us to define the project plan and to manage the actual project.
You will provide accurate information as necessary for Us to provide the Service and the configuration of the BetterCloud Platform.
You will provide all necessary communication and training on the BetterCloud Platform to Your internal users and administrators.

6. SOW Assumptions

This SOW is subject to the following assumptions:

All activities and Workshops within the scope of the Service purchased by You will be delivered remotely and during Our Business Hours.
We and You will work together in good faith to resolve any project issues quickly.
Our ability to deliver the Service purchased by You is conditioned on Your fulfillment of Customer Obligations. If You fail to fulfill any of the Customer Obligations within seven (7) business days after We provide notice to You of such failure, We may terminate this SOW immediately upon notice to You and We will be relieved of any further obligations to deliver any Professional Services that have not been completed under this SOW. No refunds or credits will be provided for any such Professional Services not provided and all fees paid or payable hereunder shall be considered earned in full. Any and all Professional Services to be performed by Us following termination of this SOW will require You to send a written request to Us 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 Us and You.

7. Fees and Expenses

All Professional Services included in the Service will be provided by Us on a fixed fee basis. You will pay Us the fees set forth in 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 in the applicable Order Form.

8. SOW Term

You must request commencement of the Professional Services included in the Service purchased by You hereunder before the earlier of: a) one (1) month 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 included in the Service purchased by You are commenced, all Workshops hereunder must be scheduled to be delivered on a date mutually agreed to by the parties not to exceed three (3) months from the commencement of the initial Project Kickoff date (the “SOW Term”).

9. Professional Services Descriptions

We will provide the Professional Services included in the purchased Service as identified in Section 2 (Project Scope):


Project Kick Off	We will meet with You to: Introduce Your and Our project personnel and define their roles and responsibilities Review SOW purchase intent Walk through the implementation process Review workshop prerequisites
Configuration Workshop	We will meet with You to: Help You install the BetterCloud environment(s) and connect Integrations Help create privileged roles and permissions
Requirements Workshop	We will work with You to: Review the project goals, objectives, and success criteria Review the Customer Checklist Review the customer use cases and requirements Discuss and document the BetterCloud Platform and Your solution architecture to guide the implementation
User Lifecycle Automation Workshop(s)	We will work with You to: Review existing user lifecycle automation processes and requirements Discuss and implement alerts for user lifecycle automation workflows as mutually agreed upon Draft user lifecycle automation workflows in the BetterCloud Platform as mutually agreed upon
Application Discover Workshop	We will meet with You to: Provide an overview of BetterCloud's Discover functionality Discuss and implement application Discover workflows as mutually agreed upon
Security Policy Enforcement Workshop(s)	We will meet with You to: Review Your existing data loss prevention (“DLP”) security policy, and any additional policies You would want to discuss in connection with the BetterCloud Platform Review the BetterCloud Platform DLP and Our security best practices Discuss and implement alerts for DLP and security policy workflows Create DLP and security policy workflows in BetterCloud
Testing and Production Configuration	You will be responsible for: Testing user lifecycle automation workflows in Your test environment as applicable Testing DLP and Security Policy workflows in Your test environment as applicable Configuring your production environment
Production Testing and Go-Live Workshop	We will meet with You to: Test user lifecycle automation workflows Go-live with user lifecycle automation workflows Test DLP and security policy workflows Go-live with DLP and security policy workflows
Project Close Meeting	We will meet with You to: Respond to outstanding questions with regards to the Professional Services delivered Review project and Professional Services delivered Review project success criteria Recommend next steps, if applicable

The details of the above-listed activities will be provided during the Project Kickoff.