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Exhibit 10.5
(SPSS LOGO)   Statement of Work
 
Globalware ESD Hosting
    
(GLOBALWARE SOLUTIONS LOGO)
SPSS — Globalware Electronic Software Delivery Hosting Agreement
Statement of Work

Page 1 of 12


 
(SPSS LOGO)   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  

Page 2 of 12


 
(SPSS LOGO)   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

Page 3 of 12


 
(SPSS LOGO)   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

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