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 (“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 Expert Advisory Group will 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

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*	UpStart Sprint Service	Upstart Full Service	Discover Launch Add-on
Project Kick Off	X	X	X
Discovery and Requirements Workshop	X	X
Use Case Workshop #1	X	X
Use Case Workshop #2	X	X
Use Case Workshop #3		X
Application Discover Workshop			X
Production Testing and Go-Live Workshop		X
Project Closeout Workshop	X	X	X
Onsite Presence
Service Duration	15 days	20 days	1 day

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

2.2. Deliverables and Outcomes

The following deliverables and 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, 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:

BetterCloud 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

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. Our and Your designated project managers will be in regular contact during the project and will be 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 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 project workbook provided to You on or before the Project Planning and Scheduling Meeting. 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 cancelled 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, unless You purchase the Onsite Launch Service add-on in the Service Table.
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 five (5) 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 within the period of time set forth in the “Service Duration” row in the Service Table for the applicable Service starting on the initial Project Kickoff and Configuration Workshop 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 Agree on next steps including planning subsequent meetings and identifying project members.
Discovery and Requirements Workshop	We will meet with You to: Review the project goals, objectives and success criteria Review the project plan Review the customer use cases and requirements Review workshop prerequisites Schedule all workshops for the remainder of the SOW Term Provide a technical deep dive into the newly purchased BetterCloud functionality Discuss and document the BetterCloud Platform & Your use cases and requirements to guide the implementation
Use Case Workshop	We will meet with You to: Review existing processes and requirements based on the BetterCloud module(s) purchased by You and use cases as mutually agreed upon Discuss and implement alerts related to user lifecycle automation workflows, data loss prevention (“DLP”) and/or security policies as mutually agreed upon and based on the BetterCloud module(s) purchased by You Create workflows that address user lifecycle automation, DLP, and/or security policy use cases as mutually agreed upon and based on the BetterCloud module(s) purchased by You
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
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 DLP and security policy workflows
Project Closeout Workshop	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
Onsite Presence	Our project team will provide certain components of the Professional Services set forth herein on-site at Your office (in North America), as mutually agreed upon by the parties. Travel and lodging will be invoiced at actual costs and meals and incidentals will be billed on a per diem basis as outlined by US Federal guidelines https://www.gsa.gov/travel/plan-book/per-https://www.gsa.gov/travel/plan-book/per-diem-ratesdiem-rates. Such travel and expenses will be previously approved by You.

The details of the above-listed activities will be provided during the Project Planning and Scheduling Meeting.