Microsoft Consulting Services Work Order (Non-Standard) (For Microsoft Internal Purposes Only) MCS (SLG WO)- (Public Sector) work order Number: T002169-3168935633 Project Code: 7-L6MDKN5PR Client ID: #U8674364 Client Type: Vertical Industry: Customer Purchase Order Number: This work order (“work order”) entered as of Effective Date is made pursuant to the Microsoft Master Services Agreement #U8674364 (the “agreement”), by and between the undersigned customer (“you”, “your”, “ESD”, or “Customer”) or your affiliate and Microsoft Corporation (“Microsoft”, “we,” “us,” or “our”) or our affiliate. The terms of the agreement (attached hereto as Exhibit A) are incorporated herein by this reference. Any terms not otherwise defined herein will assume the meanings set forth in the agreement. This work order is comprised of this cover page and the work order terms below, which are incorporated herein by this reference. Customer Information Name of Customer State of Washington, Department of Employment Security A/P Contact Name (This person receives invoices under this work order.) John Wissler Street Address Contact E-mail Address Jwissler@esd.wa.gov 360-259-2804 212 Maple Park Ave. SE City Olympia State/Province WA Phone Country USA Postal Code 98501 Fax Invoicing We will invoice you for services performed and expenses incurred. Our invoices for payment will be directed to your representative for payment at the address shown above. Microsoft shall refund to Customer the full amount of any invoice overpayment under this work order within 30 calendar days from Customer’s written request. Source to confirm Per Diem limits – hotel, rental car, meals, etc. (if applicable): Contact phone No.: Contact Name: Contact E-mail address: Web site address: Period of Performance Services under this work order may commence on the Effective Date. This work order will expire on April 30, 2017. In order for us to continue work after the expiration date, you and we must agree in writing to a new work order or an amendment to this work order identifying the new expiration date and any other terms upon which you and we agree. Payments to Microsoft should be made to the following, include reference to our invoice number: By Check: Microsoft Enterprise Services, P.O. Box 844510, Dallas, TX 75284-4510, or if by overnight delivery, Microsoft Enterprise Services, Lockbox #844510, 1401 Elm Street, Fifth Floor, Dallas, TX 75202 Work Order Page No. 1 of 5 By Wire: Microsoft Enterprise Services #844510, Acct 3750825354/ ABA#0260-0959-3, Bank of America, N.A. By ACH: Microsoft Enterprise Services, Acct#3750825354/ ABA#11100001-2, Bank of America, N.A. Attachments required with Invoice (Status Reports/Time /Expense Breakouts, Other): Place of Performance/Project Point of Contact(Customer Satisfaction Contact) Name of Customer Same as above. Project leader (This person is your point of contact for all service-related matters under this work order.) Street Address Contact E-mail Address City Country USA State/Province Phone Postal Code Fax By signing below the parties acknowledge and agree to be bound to the terms of the agreement and this work order. Customer Microsoft Affiliate Name of Customer (please print) Name State of Washington, Department of Employment Security Microsoft Corporation Signature Signature Name of person signing (please print) Name of person signing (please print) David T. Gallagher Title of person signing (please print) Title of person signing (please print) Director of Contracts Signature date Effective Date Work Order Page No. 2 of 5 1. Services. We will perform the services for Customer. Any dates provided are estimates only. Most of the services will be performed at the place of performance identified on the cover page or at such other facility as you specify in writing. Some services may be performed off-site at our facilities or remotely. All off-site services will be coordinated with your project leader for the services. See Attached Statement of Work entitled “Statement of Work – ESD Support Services”, dated August 19, 2016, incorporated herein. 2. Fees. You will pay the following hourly rates and reasonable out of pocket travel and living expenses (if any) for the individuals assigned. We reserve the right to utilize whichever labor categories in whatever quantities we determine, in our sole discretion, are appropriate to perform the services. Any total fee and labor hours stated are estimates only. The fees do not include fees for products. The total (Maximum Not to Exceed) price of this work order is $3,157,544.00. In order for Microsoft to continue work above the Maximum Not to Exceed amount, both parties must sign a modification to this work order identifying the new expiration date and/or any other additional terms and equitable adjustments to the budget upon which both parties agree. Resource Architectural Consultant* Principal Consultant* General Manager Practice Manager Engagement Manager* Project Manager* Senior Consultant* Consultant* Associate Consultant* Global Delivery - Onshore* Global Delivery - Offshore Technician V Technician IV Technician III* Technician II Technician I Technician Associate Technician Estimated Travel Cost Total (Maximum Not to Exceed) Units 504 0 0 0 76 504 2532 2024 1008 0 2880 0 0 3568 0 0 0 0 13096 Description Rate Proposed Price Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours $350.00 $336.00 $295.00 $274.00 $321.00 $321.00 $321.00 $296.00 $268.00 $235.00 $73.00 $176,400 $0 $0 $0 $24,396 $161,784 $812,772 $599,104 $270,144 $0 $210,240 Hours Hours Hours Hours Hours Hours Hours TOTAL HOURS $250.00 $232.00 $253.00 $180.00 $155.00 $129.00 $103.00 $0 $0 $902,704 $0 $0 $0 $0 $3,157,544 $0 $3,157,544.00 * Per your request, the hourly rates for the resources referenced above were calculated using “Fully-Burdened Rates” for the labor category identified. The services component of this fully-burdened rate is equal to the “Published Hourly Rate” from Microsoft’s Public Sector Services Published Price List for FY16 and includes all travel and labor. Fully-burdened rates are provided at your request and by your execution of this work order you represent and certify that such Fully Burdened Rates are in compliance with your procurement policies, laws, rules and regulations. 3. Your responsibilities. In addition to your responsibilities described in Section 1, “Services”, above, you will, at your expense, provide us the following: a. b. access to all necessary on-site facilities, including office space, internet access, and test and monitoring equipment; access to and copies of relevant technical information; Work Order Page No. 3 of 5 c. access to and sufficient time with your technical, management, and other personnel as necessary for us to perform the services; and agreed by you. a project leader as your primary point of contact with us and to provide technical direction to our personnel performing the services. d. 4. Cost or pricing data. We will not, under any circumstances, accept work that would require the submission of cost or pricing data. 5. Ownership and License. a. Products and Fixes. All products and related solutions and fixes provided pursuant to this Exhibit shall be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. You are responsible for paying any licensing fees associated with products. “Product” means any computer code, web-based services, or materials comprising commercially released, pre-release or beta products (whether licensed for a fee or no charge) and any derivatives of the foregoing we make available to you for license which is published by us, our affiliates, or a third party. “Fixes” means product fixes that we either release generally (such as commercial product service packs) or that we provide to you when performing services (such as workarounds, patches, bug fixes, beta fixes and beta builds) and any derivatives of the foregoing. b. Pre-Existing Work. All rights in any computer code or materials (other than products or fixes) developed or otherwise obtained independently of the efforts of a party under this Exhibit (“pre-existing work”) shall remain the sole property of that party. During the performance of the services for this Exhibit, each party grants to the other party (and our contractors as necessary) a temporary, non-exclusive license to use, reproduce and modify any of its pre-existing work provided to the other party solely for the performance of such services. Upon payment in full, we grant you a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify (if applicable) our pre-existing work in the form delivered to you as part of the service deliverables only for your internal business operations. “Service deliverables” means any computer code or materials (other than products or fixes) that we leave with you at the conclusion of our performance of service(s). Your license to our pre-existing work is conditioned upon your compliance with the terms of the agreement and this Exhibit and the perpetual license applies solely to our pre-existing work that we leave to you at the conclusion of our performance of the services. c. Developments. Upon payment in full, we assign you joint ownership in all rights in any computer code or materials (other than products, fixes or pre-existing work) developed by us (or in collaboration with you) and provided to you in the course of performance of this Exhibit (“developments”). “Joint ownership” means each party has the right to independently exercise any and all rights of ownership now known or hereafter created or recognized, including without limitation the rights to use, reproduce, modify and distribute the developments for any purpose whatsoever, without the need for further authorization to exercise any such rights or any obligation of accounting or payment of royalties, except you will only exercise your rights for your internal business operations and you will not resell or distribute the developments to any third party. These use restrictions shall survive termination or expiration of this Exhibit or the agreement. Each party shall be the sole owner of any modifications that it makes based upon the developments. d. Affiliates Rights. You may sublicense the rights to the service deliverables granted hereunder to your affiliates, but your affiliates may not further sublicense these rights. Any sublicensing of the service deliverables to your affiliates as permitted by this Section must be consistent with the license terms in the agreement and this Exhibit. If “affiliate” is not defined in the agreement, it means legal entities that you own, which own you, or which are under common ownership with you. “Ownership” means more than 50% ownership. Work Order Page No. 4 of 5 e. Open source License Restrictions. Because certain third party license terms require that computer code be generally (i) disclosed in source code form to third parties; (ii) licensed to third parties for the purpose of making derivative works; or (iii) redistributable to third parties at no charge (collectively, “excluded license terms”), the license rights that each party has granted to any computer code (or any intellectual property associated therewith) do not include any license, right, power or authority to incorporate, modify, combine and/or distribute that computer code with any other computer code in a manner which would subject the other’s computer code to excluded license terms. Furthermore, each party warrants that it will not provide or give to the other party computer code that is governed by excluded license terms. f. Reservation of Rights. All rights not expressly granted in this Section are reserved. 6. Termination. You may terminate this Exhibit for any reason by giving us 30 calendar days prior written notice. Either party may terminate this Exhibit if the other party is (i) in material breach or default of any obligation that is not cured within 30 calendar days’ notice of such breach or (ii) fails to pay any invoice that is more than 60 calendar days outstanding. You agree to pay all fees for services performed and expenses incurred prior to termination and any additional amounts that may be specified in this Exhibit. 7. Sole Source. Under the provisions of Chapter 39.26 RCW, this contract is required to be filed with the state of Washington, Department of Enterprise Services (DES). Contracts required to be so filed are not effective, and no work may be commenced nor payment made therefore, until ten (10) working days following the date of filing, and until approved, if required, by DES. By execution of this work order, ESD acknowledges that such requirements have been met. ESD agrees and acknowledges that Microsoft’s performance of services under this work order are in full compliance with applicable procurement rules, regulations and solicitations standards. 8. Compliance with Civil Rights Laws. During the performance of the services contemplated under this work order, Microsoft shall comply with all applicable federal and state nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. §12101 et seq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW, Washington Law against Discrimination. 9. Debarment and Suspension. Microsoft certifies that it is in compliance with and shall not contract with individuals or organizations, for the services contemplated under this work order, which are debarred, suspended, or otherwise excluded from or ineligible from participation in Federal Assistance Programs under Executive Order 12549, and Debarment and Suspension, codified at 29 CFR part 98. 10. Lobbying Activities. Microsoft certifies that it complies with the requirements of 29 CFR Part 93, restricting lobbying activities. Microsoft shall also make available upon request required disclosure information if Microsoft participates in lobbying activities during the work order period of performance. 11. Severability. If any provision of this work order is found to be illegal, invalid or unenforceable, or in violation of any statute or rule of law of the state of Washington, the remaining provisions will remain in full force and effect and the parties will mutually amend the work order to give effect to the stricken clause to the maximum extent possible. [END OF DOCUMENT] Work Order Page No. 5 of 5 Washington State Employee Security Department table Statement of Work ESD Support Services Prepared for Washington State Employee Security Department August 19, 2016 Prepared by Scott Krebs Contributors Alison Cloke, Gary Crossland, Anthony Witecki, Heather Roberts Washington State Employee Security Department Prior to the parties indicating final agreement by signing the WO, the information contained in this document represents the current view of Microsoft on the issues discussed as of the date of publication and is subject to change. Furthermore, prior to the signing of the WO, this document should not be interpreted as an invitation to contract or a commitment on the part of Microsoft. After the WO has been signed, changes to this document will be managed through the Change Management Process described in this document. IF THIS DOCUMENT IS INCORPORATED BY REFERENCE INTO THE WO, ALL WARRANTIES APPLICABLE TO THE WO APPLY TO THIS DOCUMENT. MICROSOFT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN THIS DOCUMENT. The descriptions of other companies’ products in this document, if any, are provided solely as a convenience to aid understanding and should not be considered authoritative or an endorsement by Microsoft. For authoritative descriptions of any non-Microsoft products described herein, please consult the products’ respective manufacturers. © 2016 Microsoft. All rights reserved. Any use or distribution of these materials without the express authorization of Microsoft is strictly prohibited. Microsoft and Windows are either registered trademarks or trademarks of Microsoft in the United States and/or other countries. Page ii Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department Table of Contents Introduction .................................................................................................................................................... 2 1 2 3 4 Project Objectives and Scope ........................................................................................................... 3 1.1 Objectives ............................................................................................................................................................................ 3 1.2 Areas Within Scope ......................................................................................................................................................... 4 1.3 Areas Out of Scope ......................................................................................................................................................... 5 Project Approach, Timeline and Work Products ....................................................................... 7 2.1 Approach ............................................................................................................................................................................. 7 2.2 Timeline................................................................................................................................................................................ 8 2.3 Project Governance Approach .................................................................................................................................... 8 2.4 Project Completion....................................................................................................................................................... 10 Project Organization and Staffing ................................................................................................ 12 3.1 Project Organization Structure ................................................................................................................................ 12 3.2 Project Roles and Responsibilities .......................................................................................................................... 14 General Customer Responsibilities and Project Assumptions ............................................ 19 4.1 General Customer Responsibilities ........................................................................................................................ 19 4.2 Project Assumptions .................................................................................................................................................... 20 Page 1 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department Introduction This Statement of Work (“SOW” or “Statement of Work”) and any exhibits, appendices, schedules, and attachments to it is made pursuant to the work order No. T002169-31689-35633 (the “WO” or the “Work Order”), as amended or modified, the terms of which are incorporated herein by reference, by and between State of Washington, Department of Employment Security (“ESD”, “you”, “your”, “Customer” or “customer”) and Microsoft Corporation, (“Microsoft”, “us”, “we”, “our”), or our affiliate, and sets forth the services to be performed by us related to ESD applications involving Microsoft technologies such as ASP.Net, Windows Workflow Foundation, SQL Server, BizTalk, .Net, and the batch scheduler TIDAL. This SOW, together with the WO to which it attaches, expires one month after its publication date, unless it has been duly executed, in which case it is valid for the stated engagement duration. All changes to this document will be managed in accordance with the Change Management Process defined below. Any terms not otherwise defined herein will assume the meanings set forth in the WO. ESD owns and operates numerous applications, including ESD’s Unemployment Insurance Tax and Wage System (NGTS) , hereinafter called “system or application” which runs on an n-tier application architecture running on Windows servers using ASP.Net, Windows Workflow Foundation, SQL Server, BizTalk, .Net, and the batch scheduler TIDAL. Similar to mainframe applications, this system relies on batch processing driven by TIDAL and BizTalk to complete its core work. The application has had various technical performance and reliability problems as well as business functional. Complexity of the application makes it hard to update and correct business problems and there are a limited number of customer and vendor subject matter specialists available. In addition, automated testing is either limited or absent. As a result, testing application changes needs to be done manually and test scripts do not always follow the workflow of the business users - even the manual scripts have issues. ESD has done considerable work in documenting and evaluating numerous functional and technical issues on the system as they relate to Microsoft technologies. Due to the challenge of working the backlog while also trying to understand how these systems can be brought up to compliance with modern standards, ESD has asked Microsoft Services to assist in this work by partnering their team. Page 2 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 1 Project Objectives and Scope 1.1 Objectives Microsoft will provide resources that will assist in areas identified and directed by ESD such as: • Production improvement and modernization and stabilization issue resolution • Functional defect resolution and design change requests • Testing, Test Automation and Test Strategy • Business Analysis • Development Operations (DevOps) & Application Lifecycle Management (ALM) (e.g. process methodology, patterns a practices, build and test automation, automated deployment) • Architecture assistance across Development, Integration, and Database Microsoft will work within the following ESD team organization structure: o Cross Team Resources(s): Provides cross group team leadership and guidance, sets project goals, manages project backlog and creates a unified direction and architecture o Functional Enhancements Team(s): Provides added business value, both functional defects and design change requests (i.e. account balances and billing statements) o Stabilization Team(s): Provides improvements and modernizations that reduce cost of production support and overall ownership of the system including those that directly impacts usability of the system o Support Team(s): Handles daily operational issues and keeps the system running. The Support teams are out of scope for this SOW. Page 3 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 1.2 Areas Within Scope Microsoft will provide resources for the following Activities: Focus Team Activities Cross Team Resources Microsoft will provide additional resources to help with Cross Team Activities including project coordination, solution architecture, and Development/Test/Business Analyst lead roles. Stabilization Team Microsoft will provide resources to assist with the planning, development and functional testing of the ESD solution. The resources will assist in activities ESD has categorized as improvement and modernization activities, listed below: Data related Activities: • • • • • SQL Server Upgrades Data Purge/Archives Database development and unit testing Back-up/restore and replication process Performance Testing and Remediations Build and Release Management Activities: • • Deployment pipeline automation Environment and software migration strategy Solution development for the Integration Activities: • BizTalk replacement/conversion to Azure Batch Processing: • Tidal improvements/replacement Assistance with .NET development: • • • Upgrade to .NET versions (eg: 4.6.x) Performance code reviews and recommendations Error handling how to implement in code Operations & Monitoring: • Telemetry • Service levels and dashboard/reporting Application Architecture: Page 4 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department • Redis Cache Migrations • Stateless and decoupled architectures • Feature Flags Testing: • Test strategy and planning (within the ESD processes) • Test script design and development (manual and automated) • Test results analysis and reporting Functional ESD plans to complete the Functional Enhancements with a Enhancements Team series of 5 sprint teams. Each sprint team includes development, testing and business analyst resources. Microsoft will provide additional developer(s), tester(s)/SDET(s), and/or business analyst(s) to work with the functional ESD directed teams. 1.3 Areas Out of Scope Areas that are considered out of scope for this Statement of Work include but are not limited to the following: Activity Description Formal Deliverables Microsoft will be providing resources with specialization in the areas outlined in-scope, but will be working under the guidance of ESD. They will independently or alongside ESD produce work products that complement the scope and approach. Microsoft has no specific project service deliverables or work products requiring formal acceptance. All work products or service deliverables will be deemed accepted upon delivery. Third Party Components Product or Third Party (component, application, etc.) installation, or Applications configuration, optimization or support. Training Formal technical training or training content development beyond side by side knowledge transfer activities. Page 5 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department Hardware Building and configuring the hardware and network to support the Implementation solution. Operations Ongoing or day-to-day support for virtualized environments, physical environments, or any sample or proof of concept code after it is completed. Any Activities related to Support Team(s). Anything else not excluded in this section and not listed in the above “Areas within Scope” is also considered out of scope for this SOW. Page 6 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 2 Project Approach, Timeline and Work Products 2.1 Approach Microsoft will supplement your technical staff for this project and provide assistance as directed by your designated Project Manager, utilizing your designated project methodologies. Your project manager will provide direction to the overall project team, of which Microsoft will be a part. Should changes be needed to the agreed upon staffing mix, you will work with the Microsoft Engagement Manager to execute a Change Request 2.1.1 Microsoft Service Work Products Microsoft has no specific project service deliverables requiring formal acceptance. During the course of the project, your project manager will assign tasks to the joint project team. We anticipate working with your team toward the completion of the following work products: Work Product Work Product Description Project Plans Maintain a project schedule or other work products that define the activities being completed by the Microsoft resources. Triage / Issue Reports Maintain a list of issues and activities being worked on (e.g. performance and reliability) Requirements and Microsoft will provide the required definition of functionality for Specification updates delivered. Managed within ESD process for Functional Documents definition (e.g. Sprint user stories within TFS or provide proposed changes to be added by ESD to ESD’s system functional requirements or specification documents) Code Code required for updates. Managed with ESD process for Source Control. Test Strategy Strategy and approach to testing. Managed within ESD process for testing. Functional Test Scripts Functional test scripts (manual or automated). Managed within ESD process for testing. Page 7 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 2.2 Timeline This project is fixed at the number of hours documented in the WO. 2.3 Project Governance Approach Although the project will ultimately be headed up by the ESD Program Manager with execution assistance from the ESD Project Manager, ESD also wants to benefit from the expertise, knowledge, and experience of the Microsoft team in addition to their help on the backlog items. To do this, a cooperative communications channel will be initiated by aligning a core team of ESD resources with a core team of Microsoft resources. This core team structure is defined in section 4 -Project Organization and Staffing. In addition, the ESD Project Manager and Microsoft Project Coordinator will work together to define the project management approach that will be followed by the team. 2.3.1 Communication Plan The following will be used to provide formal communication during the course of the project:  The Microsoft Project Coordinator, working in conjunction with your Project Manager, will document a Communication Plan as part of the Master Project Management Plan.  The Microsoft Project Coordinator, working in conjunction with your Project Manager, will compile weekly status reports for distribution to both your and Microsoft management  Weekly status meetings will be held to review the project’s overall status, the project schedule, and open issues noted in the status report  An Executive Steering Committee will conduct monthly meetings and produce status reports pursuant to Section 3.4.3, below  Resources from the Microsoft team may participate in the regular project meetings as defined by your Project Manager or their designate (e.g. Daily Stand up meetings). 2.3.2 Issue/Risk Management Procedure The following general procedure will be used to manage active project issues and risks during the project: • Identify: Identify and document project issues (current problems) and risks (potential events that impact the project) • Analyze & Prioritize: Assess the impact and determine the highest priority risks and issues that will be managed actively Page 8 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department • Plan & Schedule: Decide how high-priority risks are to be managed and assign responsibility for risk management and issue resolution • Track & Report: Monitor and report the status of risks and issues and communicate issue resolutions • Control: Review the effectiveness of the risk and issue management actions Active issues and risks will be monitored and reassessed on a daily basis. Mutually agreed upon issue escalation and risk management processes will be defined at the outset of the project. 2.3.3 Executive Steering Committee Overall senior management oversight and strategic direction for this project will be provided by an Executive Steering Committee, which will consist of the following key executive business sponsors and project management representatives: Table 1: Steering Committee Composition Name Representing Title Renee Linder Customer Project Sponsor John Wissler Customer Program Manager John Mayfield Customer Program Manager Various Customer Lead Architect/Systems Analyst – BA/Release Manager etc. (As required) Alison Cloke Microsoft Engagement Manager To be assigned To be assigned Microsoft Microsoft Project Coordinator Architect/Dev Lead/Test Lead/BA (As required) The Executive Steering Committee will hold meetings and produce meeting minutes on a monthly basis. Customer and Microsoft Managers will share joint responsibility for reporting to the Steering Committee. The Executive Steering Committee is responsible for the following: ▪ Making decisions on project strategic direction ▪ Serving as the final arbiter of Project issues (refer to the Escalation Process) ▪ Approving significant Change Requests 2.3.4 Change Management Process During the project, either party may request, in writing, additions, deletions, or modifications to the services described in this SOW (“change”). Page 9 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department For all change requests, regardless of origin, we shall submit to you our standard Change Request Form, which shall describe the proposed change(s) to the project, including the impact of the change(s) on the project scope, schedule, fees and expenses. For all change requests which you originate, we shall have a minimum of 5 business days from receipt of the change request to research and document the proposed change, and prepare the Change Request Form. You shall have 3 business days from your receipt of a completed Change Request Form to accept the proposed change(s) by signing and returning a modification to the WO incorporating the changes agreed upon in the Change Request Form. If you do not sign and return a modification to the WO within the time period prescribed above, the change request will be deemed rejected and we will not perform the proposed change(s). No change to this project shall be made unless it is requested and accepted in accordance with the process described in this section. We shall have no obligation to perform or commence work in connection with any proposed change until a modification to the WO is approved and signed by the authorized signatories from both parties. 2.3.5 Escalation Process The Microsoft Engagement Manager or other designee will work closely with your Project Manager, Sponsor, and other designees to manage Project issues, risks, and Change Requests, as described in Sections above. The standard escalation process for review and approval and/or dispute resolution is anticipated to be as follows: Escalation Path • • • • • 2.4 Project Team member (Microsoft or Customer) Role Lead (Microsoft or Customer) (if available). For example, Development Lead Project Manager (Customer) or Project Coordinator (Microsoft) Microsoft Engagement Manager / Customer Project Manager / Project Sponsor Executive Steering Committee Project Completion Microsoft will provide services defined in this SOW to the extent of the funding for hours of services and period of performance specified in the WO. If customer requires additional services, a modification to the contract will be executed by the parties adding funding through the Change Management Process. Page 10 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department The project will be considered complete when any of the following conditions are met: 1. All funding has been utilized for hours of services delivered and expenses incurred; or 2. The period of performance has expired; or 3. The WO is terminated pursuant to the provisions of the agreement. Page 11 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 3 3.1 Project Organization and Staffing Project Organization Structure For the reporting purposes of this project, the Microsoft team will receive overall project direction from your Program Management team. However, as previously mentioned, the ESD and Microsoft teams will be organized wherever possible to maximize collaboration. The goal of which is to provide project teams and member with the critical business knowledge they need from ESD resources and technical knowledge from Microsoft resources. This structure can be seen in Figure 2. Page 12 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department FUNCTIONAL TEAMS CUSTOMER and MICROSOFT (MSFT) PLANNED * 5 TEAMS STABILIZATION SPRINT TEAMS MICROSOFT (MSFT) PLANNED * 2 TEAMS CROSS GROUP TEAM CUSTOMER and MICROSOFT (MSFT) ENGAGEMENT MANAGER (MSFT) PRODUCT OWNER & MANAGER (CUSTOMER) LEAD DEVELOPER (CUSTOMER) TEST LEAD (CUSTOMER or MSFT) LEAD DEVELOPER (MSFT) TEST/SDET LEAD (MSFT) DEV #1 (CUSTOMER or MSFT) TEST/SDET (CUSTOMER or MSFT) DEV #1 MSFT TEST/SDET (MSFT) PROJECT COORDINATOR (MSFT) PROJECT MANAGER/ SCRUM MASTER (CUSTOMER) DEV #2 (CUSTOMER or MSFT) TEST/SDET (CUSTOMER or MSFT) DEV #2 MSFT TEST/SDET (MSFT) ARCHITECT (MSFT) LEAD ENGINEER/ ARCHITECT (CUSTOMER) DEV #3 (CUSTOMER) BUSINESS ANALYST DEV #3 (MSFT) BUSINESS ANALYST (MSFT) BUSINESS ANALYST (MSFT) SYSTEMS ANALYSTS / BA (CUSTOMER) BUILD/RELEASE MANAGER (MSFT) RELEASE MANAGEMENT (CUSTOMER) DEV #4 (CUSTOMER) DEV #4 (MSFT) TEST LEAD (MSFT) BUSINESS OWNER (CUSTOMER) BUSINESS PROCESS OWNER (CUSTOMER) UAT LEAD (CUSTOMER) DBA (CUSTOMER) ENTERPRISE ARCHITECT (CUSTOMER) Figure 1: Project organization structure Page 13 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 3.2 Project Roles and Responsibilities This section provides a brief description of key project roles and responsibilities. ESD is accountable for the overall project delivery and success. In general, the team will be organized at the Program level into teams focused on specific business or performance improvement or stabilization goals. The teams are made up of a partnership of both Microsoft and ESD resources. Customer and Microsoft Team Roles The following tables summarizes the roles with in the following teams (see Section 1.2 Areas Within Scope for further information) Cross Group Team Roles Product Owner and Manager / Engagement Manager Customer Role Description • • • • • • Project Manager / Scrum Master / Project Coordinator • • • Lead Engineer / Lead Architect • Makes key project decisions, assists in escalating unresolved issues to the Executive Steering Committee, and clears project roadblocks Defines the overall program strategy and approach for the program/product. Prioritize Product Backlog Microsoft Role Description • • • Provide clarifications on backlog items Owns Definition of Done Provide Business Requirements for Backlog items Responsible for managing and coordinating the overall project Responsible for issue and risk management, change management, project priorities, and weekly status communication and weekly status meeting. Responsible for resource allocation, risk management, project priorities, and communication to executive management Provides project level technical direction and guidance • • • • Responsible for governing the overall Microsoft delivery. Single point of contact for escalations, billing issues, personnel matters, contract extensions. Facilitate project governance activities. Responsible for managing and coordinating the Microsoft resource delivery. Supports issue and risk management, change management, project priorities, and weekly status communication and weekly status meeting. Coordinates MCS resources and partners subcontracted to MCS, including staffing, task assignments and status reporting. Provides project level technical direction and guidance Page 14 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department • Develops technical roadmaps to align with product direction and strategy • Assist in Developing technical roadmaps to align with product direction and strategy • Stays aware of cross cutting concerns and business requirements Supports Quality Assurance • Stays aware of cross cutting concerns and business requirements Supports Quality Assurance Responsible for solution level business requirements Works with Product Management Guides strike team Business Analysts Sets specification standards • • Systems Analyst /Business Lead • • • • Development Lead Test Supervisor • Sets development standards, patterns & practices, including but not restricted to Application Lifecycle Management (ALM) • • Code reviews Coordinates and manages Functional strike team Lead Developers • QA & Management of developers on Functional Strike teams • Acceptance test strategy development Leads/Guides acceptance testers who author test cases Coordinates with the business • • • • • • Release / Build Management • • • • • Assists in setting specification standards • Assists in setting development standards, patterns & practices, including but not restricted to Application Lifecycle Management (ALM) Assists with Code reviews • • Coordinates and helps manage Stabilization team Lead Developers • QA & Management of Microsoft developers on Functional teams • Guides MS team SDETs • QA and management of Microsoft SDETs for Functional teams Assists in test strategy, develops test standards, patterns & practices • Guides strike team Lead SDETs Defines test strategy, develops test standards, patterns & practices Guides strike team lead SDETs for Functional Strike teams QA and management of SDETs for Functional Strike teams Owns the release process including: o Build execution and results o Deployment processes o Coordinates with project teams and technical leads on release schedules and documentation Assists with solution level business requirements Works with Product Management Guides MS team Business Analysts • Assists with the release process including: o Build execution and results o Deployment processes o Coordinates with project teams and technical leads on release schedules and documentation Page 15 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department Enterprise Architect • • • • DBA Business Owner/ Business Process Owner • Assist with TFS Automation and Code Branching Evaluates Technical Architecture alternatives to business requirements and constraints Owns the overall program architecture for ESD. Specialist in Database setup. • Manages Database • Specialist in the processes supported with the application for the business. Owns Business documentation, process and definition Business Group liaison • Detailed knowledge of TFS and project build / release methodology Aligns Business Architecture to ESD Solution Architecture Develops roadmaps • • • Stabilization Team(s) Roles Development Lead Test Lead Developer(s) Microsoft Role Description • • Assists team in development standards, patterns & practices, including but not restricted to Application Lifecycle Management (ALM) Represent progress/status of team (i.e. into release management) • • Code reviews Coordinates and manages Stabilization team developers • Reports progress to Cross Team Development Leads • Assists team with test standards, patterns & practices • Represent progress/status of this test team (i.e. into release management) • • Guides team SDETs for Stabilization teams Reports progress to Cross Team Test Lead • Assists in creating, updating or maintaining code to achieve a business, performance or stabilization goal(s). Helps creates unit tests for new code. • • • Works within the development release process. For example, the build and release process, attending project meetings. Follows standards, patterns and practices. Page 16 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department Tester(s) and SDET(s) • • • Business Analyst Assists in creating, updating or maintaining test cases (automated/scripted and/or manual). Helps execute test cases (automated and manual) • Works within the development release process. For example, functional regression tests, attending project meetings. Follows standards, patterns and practices. • Helps define and document Sprint User stories / Requirements • Laisses with Business Owners for defined business process. • Follows standards, patterns and practices. Functional Enhancements Team(s) Roles Development Lead Customer Role Description Manages team to deliver within development standards, patterns & practices, including but not restricted to Application Lifecycle Management (ALM) Represent progress/status of this Development team (i.e. into release management) Code reviews Coordinates and manages Functional strike team Developers Reports progress to Cross Team Lead Development • Not planned but can be provided under change control • Manages team to deliver within test standards, patterns & practices • • Represent progress/status of this test team (i.e. into release management) Guides strike team SDETs for Functional Strike teams Reports progress to Cross Team Test Lead Assists team in delivering within test standards, patterns & practices • Represent progress/status of this test team (i.e. into release management) Helps guide team SDETs for Stabilization teams • • • • • Test Lead • • Developer(s) Microsoft Role Description • • Creates, updates or maintains code to achieve a business, performance or stabilization goal. Works within the development release process. For example, the build and release process, attending project meetings. • • Reports progress to Cross Team Test Lead • Assists in creating, updating or maintaining code to achieve a business, performance or stabilization goal. Works within the development release process. For example, the • Page 17 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department • Follows standards, patterns and practices. • Tester(s) and SDET(s) • • • • Business Analyst • • • Creates, updates or maintains test cases (automated/scripted and/or manual). Executes test cases (automated and manual) Works within the development release process. For example, the unit test process, attending project meetings. Follows standards, patterns and practices. Defines and documents Sprint User stories / Requirements Laisses with Business Owners to confirm process defined to business process. Follows standards, patterns and practices. build and release process, attending project meetings. Follows standards, patterns and practices. • Assists in creating, updating or maintaining test cases (automated/scripted and/or manual). • Assists with executing test cases (automated and manual) Works within the development release process. For example, functional regression test process, attending project meetings. • • Follows standards, patterns and practices. • Not planned but can be provided under change control Figure 2: Core Team Roles Page 18 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department 4 General Customer Responsibilities and Project Assumptions 4.1 General Customer Responsibilities Delivery of Microsoft’s services depends upon, among other things, the following: ▪ Your involvement in all aspects of the services ▪ Your ability to provide accurate and complete information, as needed ▪ Your timely and effective completion of the responsibilities, as identified herein ▪ Your deployment of the selected hardware configuration ▪ The accuracy and completeness of the Assumptions, identified below ▪ Timely decisions and approvals by your management ▪ Your completion of site readiness activities and hardware setup ▪ All documents/objectives are accepted at time of delivery by you In addition to any Customer activities identified elsewhere in this quote, you will perform or provide the following: ▪ Manage the overall Project plan(s), schedules, risks, status and communication ▪ Make key day-to-day decisions and provide a single project sponsor ▪ Provide personnel who are knowledgeable about and experienced with your current systems from a technical, business and user perspective ▪ Provide business user representatives as required by the project plan ▪ Provide business user representatives to execute UAT. ▪ Provide access to all necessary work sites, systems logons, and passwords ▪ Provide access to other materials and resources as needed, and as advised by us in advance ▪ Provide suitable work spaces with desks, chairs, telephones, etc. ▪ Provide connections giving the Microsoft onsite team access to the Internet and e-mail ▪ If available, provide remote access capabilities to the Microsoft team during delivery ▪ Assume responsibility for management of all non-Microsoft managed vendors ▪ Provide access with proper licenses to all necessary tools and third party products required Page 19 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department In performing services under this Statement of Work and the applicable WO, Microsoft will rely upon any instructions, authorizations, approvals, or other information provided by your Project Manager or personnel duly designated by your Project Manager. 4.2 Project Assumptions The Services, fees, and delivery schedule for this project are based on the following assumptions: ▪ Throughout the project, Microsoft will submit requests for decisions or feedback for you to complete. Decisions are assigned due dates, and it is assumed that you will provide the required feedback or make decisions on either the due date agreed upon or (1) business day from the date of submittal. If a decision or feedback is not provided within the due date or (1) business day, it will be addressed as a potential change of scope pursuant to the Change Management process outlined in this Statement of Work. ▪ Site readiness activities that are a prerequisite for the completion of MCS tasks (e.g., hardware deployment, work space and access to facilities for onsite resources, access to your environments and code). Failure to complete all site readiness activities that are required for Microsoft to deliver its services according to the agreed upon project schedule may result in project delays requiring Change Orders to this project as well as additional project costs. ▪ This Statement of Work is predicated on the assumption that the solution will be deployed into your existing IT infrastructure which includes any development, testing, staging, and production environments. ▪ Holidays, vacation and training time have not been factored into this Statement of Work. ▪ All work is to be contiguously scheduled ▪ The standard workweek for the project will be Monday through Friday, except for scheduled holidays. ▪ Microsoft’s resources and Microsoft’s subcontractors’ resources may perform services remotely or on-site from Microsoft facilities, Customer facilities, or Microsoft’s partner’s facilities. ▪ Informal knowledge transfer will be provided throughout the project. Informal knowledge transfer is defined as Customer’s staff working alongside Microsoft staff. No formal training materials will be developed or delivered as part of informal knowledge transfer. ▪ If the project schedule requires Microsoft’s resources and/or Microsoft’s subcontractors’ resources to perform dedicated services at Customer’s site on a weekly basis, Microsoft resources will typically be on-site for 3 nights/4 days; arriving on Mondays and leaving on Thursdays. ▪ The customer environment will be ready in preparation for the build and deploy phases. Page 20 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department ▪ Product licenses. Product licenses (Microsoft or non-Microsoft) will not be provided as part of this project. You are responsible for acquiring all necessary product licenses or Windows Azure subscriptions required as a result of this project. ▪ In parallel with this SoW, ESD is using its Premier contract to bring a performance team onsite who will evaluate systems from a performance and diagnostics perspective. The output of the Premier performance team will be a report that identifies issue areas in the solution that may warrant additional review by the stabilization team (e.g. low memory conditions). ▪ In parallel with this SoW, ESD will continue with their Premier Support for Developers contract. ▪ Use of ESD Computers and Networks. ESD computers and networks (“ESD Technology Resources”) are to be used solely for the purposes of carrying out Microsoft’s duties related to the project. The following uses of ESD Technology Resources are strictly prohibited: − Interfering or attempting to interfere with the normal operation of computers, peripherals, or networks; − Attempting to circumvent data protections, uncover security loopholes, or otherwise gain unauthorized access to any computer systems; − Masking the identity of an account or machine, which includes, but is not limited to, sending mail anonymously; − Attempting to monitor or tamper with ESD users’ communications or reading, copying, changing, or deleting their files; − Installing or uploading of software programs not authorized by ESD; − Using an ESD computer account that you are not authorized to use; − Using ESD Technology resources to transmit content that is sexually explicit, obscene, pornographic, or libelous, invasive of privacy rights, or advocates violence, bigotry, or bias based on race, color, religion, ancestry, national origin, gender orientation, or physical or mental disability; and/or − Using ESD Technology Resources to transmit material (by email, uploading, file transfer or otherwise) that infringes on the copyright or other intellectual property or rights of another. ▪ All Microsoft or affiliate owned computing equipment connected to ESD’s network under the project must have all current Microsoft security patches and virus definitions applied. ▪ Microsoft Consulting Services employees or Microsoft-assigned subcontractor resources (“Resources”), as applicable, who will be performing services under the project and that Customer reasonably determines may have access to confidential or sensitive information will be required to execute a non-disclosure agreement, in a form mutually acceptable to the Page 21 Statement of Work, ESD Support Services Prepared by Scott Krebs Washington State Employee Security Department parties, prior to accessing such confidential or sensitive information. Customer acknowledges that execution of such non-disclosure agreements are voluntary on the part of Resources. Microsoft agrees to send a qualified replacement Resource(s) if a Resource(s) declines to executed a required non-disclosure agreement. Customer understands that requesting the execution of non-disclosure agreements for Resources may delay or prevent Microsoft’s performance of the Services. Page 22 Statement of Work, ESD Support Services Prepared by Scott Krebs Microsoft Master Servici Jdeement Number: 00 - I 0 0 MICROSOFT MASTER SERVICES AGREEMENT 8C0 7 Hi 3 (0?11 This Microsoft Master Services Agreement ("Agreement") is made as the Effective Date indicat below by and between Microsoft Corporation, a Washington corporation, and or our a $333.. corporation This Agreement sets forth the general terms and conditions under which Microsoft Corporation, either on its own behalf or through one or more divisions or, for services to be provided outside of the United States, subsidiaries (collectively, will provide consulting and support services to Customer and its Af?liates. Microsoft agrees that any of Customer's Af?liates shall have the right (but not the obligation) to submit Work Orders and Services Descriptions to Microsoft under the terms and conditions of this Agreement. All references to "Customer" in this Agreement shall be deemed to include the A?iliate placing the Work Order and/or Services Description. Such Work Orders and Services Descriptions shall be subject to the terms and conditions of this Agreement and as to such Work Orders and Services Descriptions, the Af?liate becomes "Customer" hereunder. "Af?liate? means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including, but not limited to, subsidiaries, which directly or indirectly Control, are Controlled by, or are under common Control with Customer. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made, through the ownership of more than ?fty percent of its voting or equity securities, contract, voting trust or otherwise. 1. CONSULTING SERVICES. Microsoft, through its Microsoft Consulting Services division shall perform the consulting services for Customer speci?ed in work orders (each a "Work Order") that may be entered into pursuant to this Agreement ?om time to time ("Consulting Services"). Neither Microsoft nor Customer shall be obligated to enter into any Work Order. The rights in programs and data produced pursuant to the Consulting Services shall be speci?ed in each Work Order. 2. PREMIER SUPPORT SERVICES. Microsoft, through its Enterprise Customer Unit shall perform the support services for Customer speci?ed in Premier Support Services Description(s) (each a "Services Description") that may be entered into pursuant to this Agreement from time to time ("Premier Support Services," together with the Consulting Services, the "Services"). Neither Microsoft nor Customer shall be obligated to enter into any Services Description. The provision of Premier Support Services shall be subject to the following additional terms and conditions: a Changgs in Premier Support Services. Microsoft reserves the right to change the products supported under a Services Description during the term of the Services Description. Microsoft may discontinue support for a product, provided that Customer will be given six (6) months notice of that discontinuance. As an exception to the foregoing, should support for a product be discontinued by Microsoft because it has been sold to another company, Microsoft will provide written notice of the sale to Customer and, at Microsoft' option and in its sole discretion, either arrange for the acquiring company to begin providing support for that product immediately upon the date of notice, or provide continued support for that product for ninety (90) days from the date of notice. Microsoft may add support for new products during the term of a Services Description pursuant to the terms and conditions of this Agreement. b. Rith of Refusal. If Microsoft determines that an implementation of Microsoft products is not effectively supportable, Microsoft may refuse to provide Customer with Premier Support Services for that implementation. If Microsoft makes such a determination, Customer shall have thirty (30) days after Microsoft's notice to modify the implementation so as to make it effectively supportable. If the implementation is not modi?ed to be supportable within thirty (30) days, Microsoft will no longer be obligated to support that implementation. 0. MW. Customer's use of any bug ?xes, workarounds, patches, beta ?xes and beta builds (as applicable) or other software that Microsoft provides to Customer in the course of the provision of Premier Support Services (collectively, the Software") shall be in accordance with the terms of the end user license agreement or other license agreement governing the Microsoft product for which the ECU Software is furnished. If not provided for a speci?c Microsoft product, Customer's use shall be in accordance with the terms of the end user license agreement packaged with such ECU Software, and/or any other terms expressly set forth by Microsoft in writing; provided that if such ECU Software is not packaged with a license agreement then such ECU Software will be subject to the following restrictions: (1) the ECU Software may not be reverse engineered, decompiled or disassembled. except to the extent the foregoing restriction is expressly forbidden by applicable law; (ii) the ECU Software may not be loaned, sold, rented, leased, transferred or otherwise distributed to another user; Microsoft may terminate Customer's use of the ECU Software if Customer fails to comply with the terms and conditions of these restrictions; (iv) the ECU Software is provided "As-Is", without warranty of any kind; and the ECU Software and any documentation accompanying it are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the US. Government is subject to restrictions as set forth in subparagraph l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252-227-7013 or subparagraphs and (2) of the Commercial Computer Software?Restricted Rights at 48 CFR 52227-19, as applicable. Manufacturer is Microsoft Corporation/Que Microsoft Way/Redmond, WA. 98052-6399. All rights not expressly granted are reserved. d. Licensed Product. Microsoft will provide Premier Support Services only for products published by Microsoft Corporation, validly licensed and unaltered. 3. FEES. Customer shall pay Microsoft the fees identi?ed on each Work Order and/or Services Description for Services rendered, and the reasonable out-of-pocket travel and living expenses incurred during the performance of the Services. Payment shall be made to Microsoft within thirty (30) days of the date of Microsoft?s invoice. Microsoft shall not change its fees during the term of a Work Order or ORIGINAL a Services Description, unless otherwise agreed by Microsoft and Customer, but may adjust fees prior to entering any new Work Order or Services Description. Microsoft?s fees do not include any taxes, duties, tari??s or other governmental charges or expenses imposed in connection with this Agreement (including, without limitation, any value added taxes), and such taxes shall be billed to and paid by Customer. Microsoft shall be responsible for all taxes based upon its personal property ownership and net income. A ?nance charge of one and one-half percent per month or the highest amount allowed by law, whichever is less, will be assessed on all payments that are past due. Any amount outstanding for more than sixty (60) days after the date of invoice shall constitute a material breach on the part of Customer. 4. CONFIDENTIALITY. a. Con?dential Information. Except as otherwise speci?ed herein, Microsoft and Customer each expressly undertake to retain in con?dence all information transmitted to it by the other party pursuant to this Agreement that the disclosing party identi?es as being proprietary arid/or con?dential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary arid/or con?dential ("Con?dential Information"), and will make no use of such Con?dential Information except under the terms and during the existence of this Agreement. Information disclosed by Microsoft, in any form, regarding pre-release products, access numbers and passwords provided to Customer by Microsoft, shall be Microsoft Con?dential Information. Microsoft and Customer shall treat the terms and conditions of this Agreement as con?dential; however, either party may disclose such information in con?dence to its immediate legal and ?nancial consultants as required in the ordinary course of than party?s business. The receiving party's obligation hereunder shall extend for ?ve (5) years following the disclosure of the Con?dential Information. Customer shall cause its Af?liates to retain Microsoft Con?dential Information in accordance with the terms of this Section 4. b. Exclusions. Con?dential Information shall not include any information that: is at the time of disclosure or subsequently becomes publicly available without the receiving party?s breach of any obligations owed the disclosing party; (ii) became lcnown to the receiving party prior to the disclosing party?s disclosure of such information to the receiving party; became known to the receiving party from a source other than the disclosing party other than by the breach of an obligation of con?dentiality owed to the disclosing party; or (iv) is independently developed by the receiving party. 0. Independent Development; Residuals. The terms of con?dentiality under this Agreement shall not be construed to limit Microsoft's or Customeds right to independently develop or acquire products without use of the other party's Con?dential Information. Further, Microso??or Customer shall be free to use for any purpose the residuals resulting ?'om access to or work with such Con?dential Information, provided that such party shall maintain the con?dentiality of the Con?dential Information as provided herein. The term "residuals" means technical information related to computer software technology in non-tangible form, which may be retained by persons who have had access to the Con?dential Information, including ideas, concepts, know-how or techniques contained therein. Neither Microsoft nor Customer shall have any obligation to limit or restrict the assigiment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either Microsoft or Customer a license under the other party's copyrights or patents. d. Customer Information. Customer grants to Microsoft the right to use technical information for problem resolution, internal troubleshooting, product ?mctionality enhancements and ?xes, and Knowledge Base articles. Microsoft will not identify Customer or publish any of Customer's Con?dential Information in any Knowledge Base article. 5. LIMITED WARRANTIES. a. Consulting Services. Microsoft warrants that the Consulting Services will be performed using generally accepted industry standards and practices. b. Premier Support Services. Microsoft warrants that the Premier Support Services shall be substantially as described in this Agreement and the applicable Services Description, and that Microsoft will use commercially reasonable efforts in addressing all support problems. 6. LIMITATION OF WARRANTIES. THE LIMITED WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EDRESS, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, TI-IE PERFORMANCE OF MATERIALS OR PROCESSES DEVELOPED OR PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MICROSOFT SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO COMPANY BY MICROSOFT UNLESS SUCH THIRD PARTY SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT WITH MICROSOFT. . 7. LIMITATION OF LIABILITY. a. Limitation. Microsoft' total liability under this Agreement shall be limited to the total amount actually paid by Customer to Microsoft under the applicable Work Order or Services Description. Microsoft Master Services Agreement?Page 2 ORIGINAL (f b. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT, MICROSOFT SUBSIDIARIES OR THEIR RESPECTIVE SUPPLIERS BE LIABLE TO COMPANY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LMTED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNTARY LOSS) REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. TERM AND TERMINATION. a. Term. This Agreement shall remain in effect until terminated by either Microsoft or Customer as provided herein. The term of any Work Order or Services Description shall be as provided therein. Termination of this Agreement shall terminate all outstanding Work Orders and Services Descriptions between Microsoft and Customer. b. Termination. Customer may terminate this Agreement, any Work Order or Services Description without cause by giving Microsoft thirty (30) days written notice. Either Microsoft or Customer may terminate this Agreement or any Work Order or Services Description if the other party is in material breach or default of any obligation hereunder, which breach or default is not cured within thirty (30) days notice of such breach. Customer shall pay all fees to Microsoft for Services performed and expenses incurred which have accrued through the date of termination. c. Survival. Sections this Agreement and any provisions speci?ed as surviving in a Work Order or Services Description shall survive any termination of this Agreement and termination or expiration of any Work Order or Services Description. 9. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed given on the day they are deposited in the mails, postage prepaid, certi?ed or registered, return receipt requested; or (ii) sent by air express courier DHL, Federal Express or Airborne), charges prepaid, return receipt requested; and addressed as follows: To Customer: . To Microsoit: Microsoit Corporation One Microsoft Way Redmond, WA 98052-6399 Luca CAR Cir; 503 Attention: Attention; Dear a] grin/c Wt. Phone: 38 H1 '43 Phone: ilg '70le Fax: 83 Fax: 1/12; - 73?: - 732?? cc: Law and Corporate Affairs One Microsoft Way Redmond, WA 98052-6399 10. INSURANCE. At all times when Microsoft will be performing Services on Customer?s premises pursuant to this Agreement, Microsoft will procure and maintain the following insurance coverage: a. Commercial General Liability covering bodily injury and property damage liability with a limit of not less than $1,000,000 each occurrence; b. Workers' Compensation (or maintenance of a legally permitted and govemmentally-approved program of self-insurance) covering Microsoft employees pursuant to applicable state workers' compensation laws for work-related injuries suffered by employees of Microsoft; c. Employer?s Liability with limits of not less than $1,000,000 each accident; and d. Software Errors and Omissions Liability covering damages arising out of negligent acts, errors, or omissions committed by Microsoft or its employees in the performance of this Agreement, with a limit of liability of not less than $2,000,000 each claim. Microsoft will provide Customer with certi?cates of insurance evidencing this coverage on request. ll. MISCELLANEOUS. a. No Assimment. This Agreement and any rights or obligations hereunder shall not be assigned by contract or by operation of law without the prior written agreement of the other party. Microsoft may use subcontractors to deliver the Services, provided that Microsolt shall remain liable to Customer, in accordance with this Agreement, for all Services provided to Customer. The Services are Microsoft Master Services Agreement?Page 3 ORIGINAL provided solely for the bene?t of Customer and its Af?liates, as applicable. Unless speci?cally permitted by Microsoft in writing, the Services and the software and materials provided thereunder may not be transferred or sold by Customer to any non?Af?liate third party. b. Applicable Law. This Agreement shall be governed by the laws of the State of Washington, and Customer further consents to the exclusive jurisdiction by the state and federal courts sitting in the State of Washington. Any action of any kind by any party against another party arising as a result of this Agreement must be commenced within two (2) years ?-om the date the right, claim, demand, or cause of action shall ?rst accrue. c. Entire Aggeement. 'lhis Agreement and the Services Descriptions and Work Orders constitute the entire agreement between Microsoft and Customer, and merge all prior and contemporaneous communications, with respect to the Services provided hereunder. The terms on any purchase order or other form submitted by Customer shall not apply to this Agreement or any of the Services. This Agreement can be modi?ed only by written agreement signed by both MicrOsoft and Customer. in the event of a con?ict between this Agreement and any Services Description or Work Order, the terms of this Agreement shall control. d. Compliance with Laws. Microsolt and Customer shall comply with all applicable laws and regulations with respect to this Agreement. Customer acknowledges that the Services and the related software and other materials are subject to United States export control laws and regulations, and Customer con?rms that it will not export or re-export them, directly or indirectly, either to any countries that are subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, Iraq, Libya, North Korea, Syria and Sudan), or to any national of any such country, wherever located, who intends to transmit or transport the Services or related software and other materials back to such country; or (ii) any end-user whom Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or any end-user who has been prohibited ?om participating in U. S. export transactions by anyfederal agency of the U.S. Government. e. Severability/Waiver. Ifa court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. f. Independent Contractor. Microsoft shall act at all times as an independent contractor, and shall be responsible for any and all social security, unemployment, workers' compensation and other withholding taxes for any and all of its employees. g. Cost of Pricing Data. Microsoft will not, under any circumstances, be obligated to perform Services that would require the submission of cost or pricing data (as de?ned by U.S. Government regulations) or be obligated to provide such data. h. Force Maieure. Except for Customer?s obligation to pay for services already performed by Microsoft, if either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of ?re, ?ood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying as aforesaid may seek to have its needs (which would otherwise be met hereunder) met by or through others without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within thirty (30) days of giving such notice. i. English Language Governs. The parties have requested that this Agreement be drawn up in English; les parties ont exiges que cette entente soit redigee en anglais. IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Agreement as of the Effective Date indicated below. MICROSOFT CORPORA RAION Corporate Name of By: y: . Sim? Kevin Allison Name (Print) Name (Print) Group Manager, Premier West >l (5 Ci? ?Ti Title Title \q 5. Effective Date 0\ 7/ 1 D32 Microsoft Master Services Agreement?Page 4 ORIGINAL a. Consulting. Microsoft provide support consulting to identify and help( it an common support issues to decrease the likelihood of system outages and reduce total costs. b. Suppgnabilig Reviews. Microsoft can conduct supportability reviews to provide a systems assurance review of a plan for a speci?c system implementation, migration, or upgrade and may provide recommendations for a more stable and supportable environment. Each review is individually scoped and estimated prior to scheduling resources, and a written report is produced to document the review results. In order for Microsoft to complete a review during the term of this Services Description, applicable data must be submitted to Microsoft no later than 60 days prior to expiration. c. Availability Workshops. Microsoft can conduct knowledge transfer workshop(s) emphasizing Microsoft technologies and oriented toward product~speci?c operational best practices as it relates to achieving high levels of availability. Workshops are instructor-led training sessions with hands-on lab exercises. Materials such as training documentation, white papers, and tools are provided as applicable. These services may be offered at Customer or Microsoft facilities. Specifications for con?guring workshop-training environment delivered at Customer's location will be provided to Customer prior to the actual delivery of the workshop. 3.3 Information Services. Information Services provide technical information about Microsoft products and support tools that enable Customer to implement and operate Microso? products in an ef?cient and effective manner. a. Premier Online Support website.l The Premier Online Support website provides secured access to the following information resources: 0 Regularly updated Product Newsflashes documenting the key support and operational information about Microsoft products. Critical Problem Alerts notifying Customer in advance of potentially high-impact problems. Web Response tool for submitting and checking status on support incidents. Microso? KnowledgeBase of technical articles and troubleshooting tools and guides used by Microsoft support professionals. b. Participation in Em Roundtables. Expert Roundtables are regularly scheduled teleconference discussions led by Microsoft program managers, developers and support professionals covering key areas of Microsoft technology. c. Microsoft Tec?et Plus Subscriptiog. A single server license of TechNet Plus provides a comprehensive information resource distributed on CD-ROM that includes 300,000 pages of technical documentation, Resource Kits, and Service Packs. d. Microsoft Developgr Network Subscripg'on. A Universal Edition - single user license of the Microsoft Developer Network provides an extensive collection of programming information, development toolkits, and sample code library delivered on CD- ROM. 3.4 Technical Support. Premier Support includes problem resolution services for technical issues involving Microsoft products. a. Incident Submission and Resolution. An "incident" is de?ned as a single support issue and the reasonable effort(s) needed to resolve it. A single support issue is a problem that cannot be broken down into subordinate problems. If a problem consists of subordinate problems, each subordinate problem shall be considered a separate incident. Before Microsoft provides support for an incident, Customer and Microsoft?s support prolbssionaKs) must agree on what the problem is and the parameters for an acceptable solution. An incident may require multiple telephone calls and off-line research to achieve ?nal resolution. Customer will have preferred access to Microsoft support professionals 24 hours a day, 7 days a week. Incidents may be submitted via telephone or electronically through the Frontier Online Support website by the Customer Support Manager and designated Customer Contacts. The incident severity will determine the response levels within Microsoft and the estimated response times are de?ned in the following table: Severity De?nition Estimated Initial Response Time A 0 System, Network, Server, or Critical Application down situation severely Immediate impacting customer production and/or pro?tability 0 High-impact problem in which production, operations, or development are proceeding but impacted to the extent that production andfor pro?tability will be severely impacted within several days High-impact problem where production is proceeding, but in 3 Significantly Immediate 2 hours impaired fashion 0 Time sensitive issue important to long-term productivity that is not causing an immediate work stoppage The cmrent minimum requirements for accessing the Premier Online Support website include Internet Explorer 3.x or later (or Netscape Communicator 3.x or later), enabling the SSL port (443) if connecting ?'om behind a ?rewall. $812.0 or 3.0, and enabling cookies. Then requirements are subject to change at any time. . ,1 Rev V3.0 (09/21/00) A . Premier Support Services Description will i