Statement of Work

Project Name CalSAWS Consortium – Amazon (Proquire, LLC) – Training

Customer Name CalSAWS Consortium - Amazon
Partner Name Proquire, LLC
Product Calabrio Cloud
Calabrio Account Manager Bill Anderson
Calabrio Solution Engineer Manish Sharma
Opportunity Number 076376
Quote ID Q-65338
SOW Submission Date 2024-05-15
SOW Expiration Date 2024-11-15

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Location: Americas

THIS STATEMENT OF WORK (“SOW”) is made and entered into by and between Calabrio Inc , a Delaware
corporation with its principal office at 241 N. 5th Ave. Minneapolis, Minnesota 55401, USA (“Calabrio”)
and Proquire, LLC (“Partner”), to be effective as of the Effective Date below. This SOW must be executed by the
"Last Day to Execute SOW" date referenced on page 1. If the SOW has not been signed by that date, the parties
agree to review the SOW to ensure the obligations are still applicable before commencement of signatures.

Customer agrees to purchase, and Calabrio agrees to provide certain services and deliverables (“Services”) as
defined in this SOW. This SOW shall, at all times, be governed by the Agreement entered into between Calabrio
and Customer. Calabrio may engage a Certified Calabrio Implementation Partner to fulfill the requirements of
this SOW.

Subject to resource availability, project resources will be assigned approximately three (3) weeks after receipt of
an executed SOW and valid purchase order. All services for implementation and training will be provided in
English. Services will be provided during business hours unless specifically called out in a deliverable in this
SOW. Business hours are Monday through Friday, 8:00 am to 5:00 pm in the local time zone of your primary
Calabrio office, excluding defined Calabrio holidays. Services required outside of business hours that are not
specifically described within this SOW will incur additional charges, pending an approved change order.

1. DESCRIPTION
Accenture/CalSAWS is purchasing Calabrio Professional Services to perform 3 (three), 1 (one) day onsite
training sessions. Each onsite training session will be for 1 (one) day/ 6 (six) hours per day. There will be 3
(three) separate locations for the 1 (one) day training. Training will be focused on Classic Calabrio WFM and
the agenda will be determined prior to going onsite for training.

Customer is purchasing 30 hours of Consulting to be used for remote training sessions for Classic Calabrio
WFM. Training sessions will be a minimum of 1 (one) hour and are not to exceed 4 (four) hours. Time will be
allocated to meet with the customer prior to remote training to create the agenda and to prep for the training
event.

The following items will be discussed to determine how the 30 hours will be used:

Training Discovery session (1 hour)

• The team will have a 1 hour discovery meeting to discuss the type of training needed, the groups
needing training and how the customer would like to have the trainings delivered.
Custom Agenda(s) creation
• Calabrio Consultant to create agendas for upcoming training sessions.
Up to 30 hours of training (no session to exceed 4 hours)
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 • Document sessions and timing for training sessions.

Note:
Onsite training and remote training hours need to be used within 6 (six) months of signing the SOW.
Any unused hours will be considered used, and the project will be closed. If additional hours are needed
a Change Order or new SOW will be needed.

2. PARTNER/CUSTOMER RESPONSIBILITIES
• Identify a customer resource who is the primary contact for approving requests for work to be conducted
under the days purchased in this SOW.
• Identify a customer resource who is the primary point of engagement.
• Provide access to Calabrio system for the services work to be conducted.

3. CALABRIO RESPONSIBILITIES

• Identify and schedule consultants to perform work under these engagements.

• Maintain record of billed and remaining hours.
• Consulting/Training services.

4. TRADEMARKS/PATENTS

Calabrio and the Calabrio logo are registered trademarks of Calabrio, Inc. All other trademarks
mentioned in this document are the property of their respective owners. In addition, Calabrio owns
several patents and has other patent pending applications. All technology mentioned in this document
are property of Calabrio.
IN WITNESS WHEREOF, the parties have caused this Statement of Work to be executed by their duly
authorized representatives to be effective as of the Effective Date.

5. SERVICE TERMS

Handoff to Support Services

Once a product is in production with one (1) or more users live on the system, the ongoing support of that
product, or new issues that arise, will be handled by Calabrio’s support services team
If multiple products or phases are included in the SOW, the portions of the solution that are in production
will be supported by Calabrio’s support services while the project team completes remaining deliverables
or product go lives
Security and Compliance
Calabrio personnel operate and perform the Services pursuant to Calabrio's internal policies and codes
of conduct related to security and compliance. Calabrio and its personnel agree that the Services will be
performed in adherence to all laws applicable to the Services. Calabrio prohibits its personnel from
entering into agreements with and/or signing policies from Customers and/or Resellers or otherwise

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 providing personal data or protected information to Customers and/or Resellers during or in advance of
the performance of the Services.
Acceptance
Acceptance shall be based on defined Deliverables in this SOW, or documented product functionality for
the version installed and licenses purchased
After Calabrio completes a deliverable, or a defined milestone in the project plan, the Customer shall
perform their own testing to determine acceptance. Customer shall provide notice to Calabrio of any
failure or non-acceptance within ten (10) business days of delivery or notice of milestone completion

If the Customer does not notify Calabrio of a failure within the ten (10) business day period, the
deliverable or functionality will be deemed accepted by the Customer
Customer agrees not to withhold acceptance for issues that have minor business impact or accepted
workarounds
Delays or Inactivity
This Statement of Work asserts each party’s obligations related to the project. Calabrio commits to
deliver this project pursuant to a mutually agreed project timeline at the start of this project. Any
impacts to the approved project timeline which result in Calabrio resources not being able to complete
the scheduled work due to customer delays or cancellations will result in a billable Change Order.
Scenarios that may result in a billable Change Order include, but are not limited to, the following:

• Failure of server readiness checks due to Customer-provided servers not

meeting the documented server requirements per the Technical Design
Document provided during the project may be subject to up to one (1) day
charge per recheck.

• Extension of UAT beyond the agreed upon timeframe per the approved project
timeline, notwithstanding Calabrio-specific issue resolution, will be seen as
project acceptance. Should UAT then be completed outside of the agreed upon
timeline and issues be identified, all work to resolve said issues may be deemed
as billable.

• Cancellation of go live for a non-Calabrio related issue within 48 hours of the

scheduled event is subject to a one (1) day of billable time per Calabrio
Professional Services resources scheduled for the go live coverage.

• Projects that run outside of the mutually agreed to and approved project
timeline due to customer delay (i.e., delays in completion of Technical Design
Document and Business Requirements Document. ACD not ready,
environmental issues, delays in environment access or credentials, etc..) and
have a net result of follow-up calls and re-engagement calls may be deemed as
billable for the added work.

In addition to the potential for additional services fees due to delays to the planned work according to
the approved project timeline, the event of a customer project delay of more than fifteen (15) business
days, Calabrio reserves the right to place the project on hold. If the project is placed on hold, Calabrio
will suspend performance of services and release assigned Calabrio project resources. Customer must
provide Calabrio with a minimum of ten (10) days’ notice to re-start a project on hold and re-assign a

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 project team. If a project has been placed on hold, the parties agree to review the SOW prior to
restarting the project to ensure the obligations are still applicable. If deliverables must be repeated, or
obligations require additional resource time due to the elapsed time the project was placed on hold,
additional charges will apply and will be presented to the customer via an executable change order to
the SOW.

If a project has not started or a project timeline has not been mutually agreed to within six (6) months
from the SOW execution date, or if a project has been placed on hold for a period of six (6) months or
more and the parties have not defined a mutually agreeable date to re-start the project, Calabrio will
invoice for all remaining professional services fees and close the project. Once the project is closed, a
new SOW and Quote will be required to resume any professional services related to this project.

Workshop/Training Refund and Cancellation Policy

Customer may reschedule or cancel their participation in instructor-led training workshops or

classes up to two (2) weeks prior to the session, without penalty. Cancellations within two (2)
weeks of the session are subject to a rescheduling fee of 10% of the booked training/workshop.

Cancellations within one (1) week of the session are subject to a rescheduling fee of 50% of the
booked training/workshop.

Cancellations within one (1) business day of the session are subject to a rescheduling fee of 100%
of the booked training/workshop.

A billable Change Order and Quote will need to be executed before the training/workshop can
be rescheduled.
Calabrio strives to ensure training and workshops take place as scheduled, however, in the
unusual event that a class or workshop must be cancelled, Calabrio will not provide
compensation for any external costs of cancellation, such as Customer hourly compensation or
Customer travel costs.

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IN WITNESS WHEREOF, the parties have approved this SOW and accepted by an authorized representative of
each party as of the SOW Effective Date. The exchange of a fully-executed SOW (in counterparts or otherwise)
by facsimile or email shall be sufficient to bind the parties to the terms and conditions of this SOW.

Calabrio, Inc. Proquire, LLC

“Calabrio” “Partner”
By: By:

Printed Name Printed Name

Title Title

Effective Date Date

Mailing Address: Mailing Address:

241 N. 5th Ave. Minneapolis, Minnesota 55401,

USA

Billing Address:

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