Exhibit 10.4
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Statement of Work
Globalware PFD Housting |
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SPSS
— Globalware Physical Fulfillment and Delivery Hosting
Agreement
Statement of Work
Page 1of 16
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Statement of Work
Globalware PFD Housting |
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| Table of Contents |
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1. Terms and
Conditions
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3 |
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1.1 Duration of
Statement of Work
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3 |
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1.2 Change
Control
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3 |
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1.3
Deviation
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3 |
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2.
Background/Summary/Overview
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3 |
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2.1 Business
Engagement
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3 |
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2.2 Quality
Assurance
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4 |
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3.
Definitions
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4. Scope of
Services & Service Level Agreements
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4.1 Supply
Management
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4.2 Inventory
Management
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4.3 Physical
Order Details
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4.4 Returns and
Return Material Authorization (RMA)
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6 |
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4.5 Reports,
Automated Files & Emails, Tracking
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4.6 Hours of
Operation
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4.7 Incident
Reporting and Handling
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8 |
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5. Training
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9 |
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6. Backup
Copies
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9 |
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8. Assumptions,
Pre-requisites and Dependencies
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9 |
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9. Service Level
Remedies
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9 |
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10. Roles and
Responsibilities
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11 |
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10.1 Client
Team Management — GWS
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10.2 Account
Management — GWS & SPSS
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12 |
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10.3
Resources
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12 |
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10.4
Meetings
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11. Pricing,
Commitment & Invoicing
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11.1
Invoicing
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11.2 Physical
Fulfilment and Distribution Pricing
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12.
Acceptance
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16 |
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Page 2 of 16
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Statement of Work
Globalware PFD Housting |
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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’
Physical Fulfilment and Distribution (PFD) 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,
Section 9 of this Statement 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. Except for as provided in Section 9 below, 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 one of its
providers of physical product and order fulfilment (PFD) in
North America, EMEA, and Singapore. 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).
Page 3 of 16
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Statement of Work
Globalware PFD Housting |
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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
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, which includes but is not limited to
order tracking and inventory counts.
“Ongoing Services” means the service being
provided by GWS in hosting and delivering SPSS’ products
through physical 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 PFD.
“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.
“Standard Reports” are any reports that are
provided with the GlobalView system, or any reports that can be
created, configured, and modified solely by SPSS using end-user
reporting tools provided by GWS.
“Custom Reports” are any reports provided to
SPSS by GWS that require GWS programming resources to create,
configure, or modify at the written request of SPSS.
4.
Scope of Services & Service Level Agreements
4.1 Supply
Management
4.1.1
Forecasts and POs
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SPSS will provide forecasts for new products to be released for
each GWS location |
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SPSS will provide forecasts for existing products based on
rolling forecasts and against historical reports and current
inventory |
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SPSS will provide POs for GWS supply and third party purchases
according forecasts prior to GWS prurchasing or manufacturing
components (e.g., CDs or other media; supplies for marketing
materials). |
Page 4 of 16
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Statement of Work
Globalware PFD Housting |
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4.1.2
Product Lead Times from “Manufacturing Ready”
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North America |
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EMEA |
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Singapore |
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1. GWS Conventional
Print & Media Components
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5 to 10 Business Days |
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5 to 10 Business Days |
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5 to 10 Business Days |
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2. GWS Short Run
Demand Print & Media
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3 to 5 Business Days |
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3 to 5 Business Days |
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3 to 5 Business Days |
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3. GWS Sourced
Packaging 1
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10 to 15 Business Days |
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10 to 15 Business Days |
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10 to 15 Business Days |
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4. SPSS 3
rd
Party Components 2
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As scheduled and tracked by GWS
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As scheduled and tracked by GWS
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As scheduled and tracked by GWS
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5. GWS Finished
Goods Assembly Ready Components
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Additional 1 to 2 Business Days from
the days set forth in 1, 2, 3 and 4 above. |
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Additional 1 to 2 Business Days from
the days set forth in 1, 2, 3 and 4 above. |
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Additional 1 to 2 Business Days from
the days set forth in 1, 2, 3 and 4 above. |
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6. GWS Finished
Goods Inventory Available for Order Fulfilment
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Next Business Day from Assembly |
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Next Business Day from Assembly |
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Next Business Day from Assembly |
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GWS Sourced Packaging is defined as components obtained by GWS
from third parties on behalf of SPSS for fulfillment. |
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SPSS 3 rd Party
Components are defined as components obtained from third parties by
SPSS and shipped to GWS for fulfilment. |
4.2
Inventory Management
4.2.1
Requirements
GWS’
inventory and manufacturing services are an integral piece of the
relationship between SPSS and GWS. GWS will maintain and
manufacture inventory on behalf of SPSS. Requirements are as
follow:
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Cycle Counting — GWS will validate SPSS
inventory counts and compare to SPSS and GWS records to ensure that
the SPSS inventory represented in SPSS accounting systems and on
GWS’ systems is accurate. GWS will maintain a regularly
scheduled cycle count program. |
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CD Replication — GWS will manufacture
CD’s on behalf of SPSS Inc. utilizing the guidelines provided
by SPSS. |
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Warehousing — GWS inventory is warehoused
on pallets on site. |
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Inventory Transfer Pick-Up — A key part of
SPSS inventory management requires that bulk shipments can be made
from various warehousing plants for either distribution to a
supplier, customer or to another SPSS warehouse facility. |
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Kitting — SPSS will utilize GWS to assemble
and box together multiple products which make up a kit. |
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Inventory and Product Availability — GWS
will follow SPSS guidelines related to making new products and
inventory available for shipmen |

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