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AMENDMENT #3 to Professional Services Agreement

Consulting Services Agreement

AMENDMENT #3 to Professional Services Agreement | Document Parties: SUPPORT.COM, INC. | Office Depot, Inc You are currently viewing:
This Consulting Services Agreement involves

SUPPORT.COM, INC. | Office Depot, Inc

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Title: AMENDMENT #3 to Professional Services Agreement
Date: 8/10/2009
Industry: Software and Programming     Sector: Technology

AMENDMENT #3 to Professional Services Agreement, Parties: support.com  inc. , office depot  inc
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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:

 

 

(i)

*** ;

 

 

(ii)

***

 

 

(iii)

*** .

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


 
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