Globalware Solutions Service Agreement

Exhibit 10.5

		Statement of Work   Globalware ESD Hosting

SPSS — Globalware Electronic Software Delivery Hosting Agreement

Statement of Work

		Statement of Work   Globalware ESD Hosting

Table of Contents

1. Terms and Conditions			3
1.1 Duration of Statement of Work			3
1.2 Change Control			3
1.3 Deviation			3
2. Background/Summary/Overview			3
2.1 Business Engagement			3
2.2 Quality Assurance			3
3. Definitions			4
4. Scope of Services			4
4.1 Support Services			4
4.2 Training			4
4.3 Backup Copies			4
4.4 Professional Services			4
4.5 Account Management			4
4.6 Reports, Automated Files & Emails, Tracking			4
5. Assumptions, Pre-requisites and Dependencies			4
6. Service Level Remedies			4
7. Roles and Responsibilities			4
7.1 Client Team Management Role			4
7.2 Account Management Role			4
7.3 Meetings			4
7.4 Resources			4
8. Pricing, Commitment & Invoicing			4
8.1 Invoicing			4
8.2 Electronic Software Delivery Pricing			4
9. Customer email notification and email domain use			4
10. Acceptance			4

		Statement of Work   Globalware ESD Hosting

Statement of Work

The work set forth below is being completed under the terms and conditions of this Statement of Work (hereinafter “SOW”) and the ‘Globalware Solutions Service Agreement’, dated May 10, 2007 (hereinafter “Agreement”), between GlobalWare Solutions, Inc. (“GWS”) and SPSS Inc. (“SPSS”).

1.

Terms and Conditions

1.1 Duration of Statement of Work

This Statement of Work (SOW) is for the monthly operations of SPSS’ Electronic Software Delivery (ESD) program. This SOW is for a term of two (2) years commencing on the Effective Date (hereinafter the “Initial Term”). This Statement of Work shall automatically renew for successive one (1) year terms unless it is terminated in accordance with the Agreement or a party informs the other party it does not wish to renew this Statement of Work as set forth below (hereinafter “Renewal Term”).

If GWS does not wish to renew this SOW after the Initial Term or any Renewal Term, then GWS must provide SPSS at least one (1) year written notice that they do not wish to renew this SOW. If SPSS does not wish to renew this SOW after the Initial Term or any Renewal Term, then SPSS must notify GWS in writing at least 90 days prior to the end of the current term that they do not wish to renew. Other than the above provisions this SOW cannot be terminated without cause. The terms and conditions for termination with cause are defined in Section 4 of the Agreement.

1.2 Change Control

A change in scope or needed enhancements is likely to occur and can/ will be identified by either GWS or SPSS. Any changes in scope will be managed by the GWS Account Management Team in conjunction with the appropriate SPSS counterparts. No enhancements or modifications will be made without written approval of SPSS and GWS.

1.3 Deviation

In the event that there is deviation from this SOW, GWS and SPSS will mutually discern ownership of issue and whose responsibility it will be to provide corrective action according to respective procedures.

2.

Background/Summary/Overview

2.1 Business Engagement

SPSS has chosen to engage with GWS on a non-exclusive basis as its provider of ESD on a worldwide basis. The following details in this SOW will meet the needs of SPSS business requirements inclusive of services and processes, ongoing operational activities and service level agreements (SLAs).

2.2 Quality Assurance

GWS is a certified ISO 9001-2000 company and is governed by its ISO procedures to manage and ensure the service levels within

		Statement of Work   Globalware ESD Hosting

3.		Definitions
		“Data Share” GWS’ online system that allows SPSS to upload new or updated product information and tracks the proofing in GWS’ environment.
		“GlobalView “ GWS’ online systems that provides SPSS information related to order tracking, inventory counts, etc.
		“Ongoing Services” means the service being provided by GWS in hosting and delivering SPSS’ products through electronic fulfilment.
		“Term” means the term of this Statement of Work.
		“Support Services” means the support, maintenance, and training services that GWS will provide SPSS with respect to the ESD.
		“Professional Services” refers to services that GWS may provide to SPSS outside of the terms and conditions of this Statement of Work. Professional Services may encompass, but not be limited to, consulting advisory, development, and/or integration services.
		“Named Administrative User” refers to an SPSS Employee identified by SPSS that requires systems access to either GlobalView, CSTools, or both, and requiring some level of support in their use of those tools.

4.		Scope of Services
		Throughout the term of this Statement of Work, GWS and SPSS agree to engage in Electronic Software Delivery meaning GWS hereby agrees to provide SPSS, and SPSS hereby agrees to purchase from GWS, Electronic Software Delivery Services, subject to the terms and conditions herein. GWS’ Electronic Software Delivery Hosting Services will provide a means for SPSS to host its proprietary software products and enable those products for download by SPSS customers by accessing a fully secured entitlement area on the GWS website.

4.1 Support Services

During the term, GWS will provide Support Services to the SPSS Named Administrative Users, which include the services described below. GWS will provide customer support based upon the following;

•

For “priority 1” issues, which are defined and considered to be issues preventing use of the system and/or a breach of information security or customer data privacy.:

	•		During the GWS business operations hours Monday — Friday, 9:00 AM - 5:00 PM Pacific Standard Time (PST), SPSS may contact GWS by pager with GWS acknowledgement of receipt and request within 15 minutes.
	•		Outside of the Monday — Friday, 9:00 AM — 5:00 PM PST, SPSS may contact GWS by pager with GWS acknowledgement of receipt and request within 60 minutes,

		Statement of Work   Globalware ESD Hosting

•

For “priority 2” issues, which are defined and considered to be degradation of service and/or performance:

•

Phone and email support Monday — Friday, 9:00 AM to 5:00 PM PST with GWS acknowledgement of receipt and request within 60 minutes,

•

For non priority 1 and 2 issues:

•

Phone and email support Monday — Friday, 9:00 AM to 5:00 PM PST with GWS acknowledgement of receipt and request by next business day,

4.2 Training

As part of the ongoing Account Management services/support, GWS will provide Named Administrative Users introductory training services or instructions as appropriate with respect to the basic use, features, and ongoing management of the Electronic Software Delivery Hosting Service. Basic use, features and ongoing management instructions or training as appropriate includes:

	•		Adding new SKU’s
	•		Updating exiting SKU’s
	•		Removing existing SKU’s

SPSS will complete a GWS “Statement of Revision” form to account for any of the above changes enabling proper tracking/accounting of necessary changes. Any training required outside of the above items is considered to be outside the terms and conditions of this Statement of Work and therefore will require professional services at an additional fee with a separate Statement of Work between SPSS and GWS.

4.3 Backup Copies

GWS will make daily incremental and weekly full backups of SPSS’ data associated with the Electronic Software Delivery Hosting Service, including the SPSS Software, for the purpose of creating backup copies of SPSS’ data (the “Backup Copy”) for disaster recovery or other purposes. Current backup copies will be maintained both onsite and offsite of the primary GWS data center, which services SPSS’ ESD function. Backup copies will be retained for a minimum of one (1) year. In the event that GWS declares a disaster . GWS will provide point-in-time recovery to the last backup of the Electronic Software Delivery Hosting Service. This point-in-time recovery will generally be accomplished in less than 4 hours. GWS will make best efforts to ensure that this point-in-time recovery does not take more than 72 hours in the case of a catastrophic event. Back-up procedures entail storage of SPSS customer data and therefore GWS and SPSS are responsible for handling of customer data

		Statement of Work   Globalware ESD Hosting

as specified in Section 8 of the Agreement signed May 10, 2007. SPSS customer information should only be used to facilitate the obligations under this Statement of Work.

4.4 Professional Services

During the term of this Statement of Work, SPSS and GWS may determine that an SPSS request falls outside the terms and conditions of this Statement of Work. Should this be the case, SPSS and GWS will mutually develop a Statement of Work in support of the necessary services, including any necessary additional costs.

4.5 Account Management

The SPSS and GWS Vendor Relationship Managers (refer to section 7) are expected to be mutually involved in ongoing management of the account. The Vendor Managers will facilitate meetings and/or email communications as needed, but no less than once per calendar quarter, to address the following topics:

	•		Performance issues
	•		Scheduled outages of Electronic Software Delivery Hosting Service
	•		Anticipated changes in service levels
	•		Commitment level changes
	•		Personal services requirements
	•		Other periodic and germane topics

4.6 Reports, Automated Files & Emails, Tracking

It is expected that the following reports will be provided to SPSS:

Report(s)		Type / Source		Intended Audience		Frequency
SPSS down load Usage by Month		OLRM		SPSS Vendor Manager		Monthly
Ship Confirm File		GWS Automated System File		SPSS Order Management		Ad-hoc
Order Notification & Co