Exhibit 10.1D
CONFIDENTIAL TREATMENT REQUESTED
– CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN
REDACTED AND HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION
EXECUTION COPY
AMENDMENT #3
to
Professional Services
Agreement
This Amendment #3 (“Amendment
#3”) shall amend the Professional Services Agreement dated
July 26, 2007, as amended (“Agreement”), and the
Program Description set forth in Exhibit A to the Agreement, by and
between SupportSoft, Inc., a Delaware corporation having its
principal place of business at 1900 Seaport Boulevard, Redwood
City, CA 94063 (“SupportSoft”) and Office Depot, Inc.,
a Delaware corporation having its principal place of business at
6600 Military Trail, Boca Raton, FL 33496 (“Office
Depot”). This Amendment #3 shall be effective as of the later
date of signature below.
Capitalized terms not otherwise
defined herein shall have the meanings defined for them in the
Agreement.
Amendment
|
1.
|
Effective upon
execution of this Amendment #3, the Change Control Process
paragraph in Section 2 of Exhibit A - Remote Service Program
Description is stricken in its entirety and replaced with the
following:
|
Change Control Process. Each party
has the right, upon written notice to the other, to request changes
and/or modifications to the program, by notifying the other party
with a written Change Order Request. Upon receipt of such
notification, the receiving party shall promptly evaluate the
request to determine the impact the change would have on the
program. Once the evaluation has been completed by the receiving
party, the parties agree to discuss any objections or concerns in
good faith, and mutually agree upon a path to resolution within ten
(10) working days thereof. The parties may then execute a
written Change Order, which shall reflect all changes agreed upon
and which shall be attached as an amendment to this program
description.
SKU Change Process. Notwithstanding
the foregoing Change Control Process clause, any changes to Service
SKU’s including but not limited to the pricing of existing
SKU’s, the addition of any new SKU’s, the removal of
any existing SKU’s, or changes to Service inclusions, scope,
pre-requisite requirements, or entitlements will be managed via
Office Depot’s Cost List Change Form. SupportSoft will
document the SKU changes or additions in the form and submit the
form to Office Depot via email. Office Depot will approve the SKU
change or addition by replying via email with an
“approval” statement in the email message body.
SupportSoft will implement the changes according to the terms
defined in the Cost List Change form upon receipt of the
“approval email”.
|
2.
|
Effective upon
execution of this Amendment #3, Section 5.a. in Exhibit F-l of
Amendment 1 is stricken in its entirety and replaced with the
following:
|
|
|
(a)
|
“***” shall mean the
***.”
|
Modifications to Office Depot
Remote Service Program Description
|
1.
|
The parties
agree to expand the program with the addition of a suite of
Subscription Services as follows:
|
Subscriptions
. Subscriptions are SKU’s that
entitle Customers to access a defined set of SKU’s over a
defined period of time. Subscriptions are offered per the
conditions and period as described in more detail,
below.
Subscription Periods
. Subscriptions are managed on
monthly periods (“Periods”), with such Period
commencing on the date of purchase by the Customer. The
Subscription shall renew on the same date during subsequent months
(or on the corresponding anniversary for Subscriptions having a
longer commitment as defined in the SKU description), except in
months that do not have such date, in which case the Subscription
shall renew on the first day of the following month. (For example,
if a Customer purchases a monthly Subscription on
January 5 th ,
the initial Period will run through February 4
th and the Subscription will renew on
February 5 th .
If, however, a Customer purchases a monthly Subscription on
January 30 th ,
the initial Period will run through February 28
th , with the next Subscription Period commencing
on March 1 st and running through March 29
th .) Customers pay for the Subscription on a per
Period basis or as defined in the SKU description. Subscription
Service SKU’s may carry minimum period commitments as defined
in each SKU description.
*** CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE COMMISSION
***
While Subscriptions are managed on a Period
basis, they may be offered to Customers in a variety of formats
including monthly with minimum commitments, annual basis, etc. as
defined in each SKU description.
Subscription Purchase
Flow . Subscriptions are
ordered in-store through the standard Service Delivery Management
System (“SDMS”) Work Order Wizard. An associate orders
the Subscription on behalf of the Customer and collects payment for
the purchase through Office Depot’s POS. The associate
provides the Customer with a printout of the work order and
contract which contains the Subscription Number; the SDMS
automatically sends the Customer an email confirmation with the
subscription number and information. The Customer may access the
Subscription for redemption as described below.
Subscription Redemption
Flow . Subscriptions
follow the standard SDMS service redemption process flow. Customers
(i) visit the Customer Service Redemption Page;
(ii) submit their Subscription Number and email;
(iii) accept SupportSoft’s Remote Control Software end
user license agreement and privacy policy; and (iv) provide
credit card information to be used only for renewal billing, with
an option to skip.
At redemption, SupportSoft will
provide a one-time Subscription Machine Setup service to the
customer. This service verifies that the anti-virus/anti-spyware
requirement is met, performs a lite tune as required, and installs
the Subscription Client software on the customer computer. The
Subscription Client software will manage the Subscription, provide
streamlined access to SupportSoft’s Solutions Engineers, and
validate the status of the anti-virus/anti-spyware software on the
computer.
Subscription Service
States . The SDMS manages
Subscription Services in three states:
The Subscription Service States are
managed by the SDMS. Subscriptions will be automatically suspended
for non-payment of renewals. Upon receiving valid billing
information and successfully processing the charge, the
Subscription is automatically reactivated by the system.
Subscriptions may be cancelled by
store operations through the SDMS only during the agreed upon grace
period and for subscriptions for which no services have been
delivered with the exception of the Machine Setup Service. Once
cancelled, a subscription may not be reactivated. For the Office
Depot TDS program, the grace period shall be as defined in the SKU
description.
Subscription Renewals
. Through the SDMS, SupportSoft will
manage billing and payment of subscription renewals on behalf of
Office Depot, as follows:
Subscription Activation, Grace
Period, and Refunds .
Subscriptions are activated when ordered through the SDMS as
described above in the Subscription Purchase Flow. The grace period
and process for cancellations are as set forth above under
Subscription Service States. Refunds to customers are provided by
associates through Office Depot’s POS.
Obligation to Comply with Terms
and Conditions .
Subscriptions require that the Customer comply with defined
pre-requisites and requirements set forth in the SupportSoft terms
of service and in this Amendment. SupportSoft may, at its own
discretion, refuse to provide service to any Subscription Customer
who fails to comply with such pre-requisites and/or requirements.
SupportSof