Corporate Women Unleashed - Technical Guidance T&M SOW - 12.11.2019

ZENDESK CONSULTING SERVICES

STATEMENT OF WORK

Zendesk, Inc. (“Zendesk”) and the entity signing below (“Subscriber”) hereby enter into this Statement of Work (“SOW”) pursuant to the terms and conditions of the Master Subscription Agreement found at https://www.zendesk.com/company/customers-partners/#master-subscription-agreement unless there is a separately negotiated agreement between Subscriber and Zendesk (the, "MSA").  This SOW together with the MSA shall hereinafter be referred to as the “Agreement”. Except as set forth in this SOW, this SOW will be governed in all respects by the terms and conditions of the MSA.  Capitalized terms used but not defined in this SOW will have the meaning assigned to such terms in the MSA. Zendesk and Subscriber are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. This SOW shall become effective upon the date last signed by the Parties (the “Effective Date”).

SOW Number: Corporate Women Unleashed - Technical Guidance T&M SOW - 12.11.2019  

1. CONSULTING SERVICES: Pursuant to the MSA, Subscriber is ordering Consulting Services as provided under this SOW (the “Consulting Services”). Deliverables will include the following (the “Project”):

1.1        Technical Guidance

1.2        Project Management

The detailed deliverable descriptions are as follows:

1.1 Technical Guidance

A Zendesk Technical Architect will serve as the Zendesk Platform expert and work with Subscriber to accelerate Subscriber’s use of Zendesk’s Guide product by providing best practices and guidance around especially complex and technical topics.  

Topics may include:

• Zendesk API Guidance
• Single Sign-On (SSO) Guidance
• Zendesk Guide Best Practices

Engagement Assumptions:

• For any API or integration requirements, Subscriber is responsible for providing network access and authentication to Zendesk.
• Any services not expressly included in the above Description of Consulting Services are considered out of scope.
  

1.2 Project Management

Zendesk will provide an Engagement Manager who will be Subscriber’s main point of contact throughout the services engagement. During the project kickoff, the Zendesk Engagement Manager will discuss timeline constraints with Subscriber and ensure that all parties agree to a Project Plan. Both Parties will mutually agree on launch and success measures as a component of the project. The Zendesk Engagement Manager responsibilities may include:

• Creating and managing a project plan that will define the tasks, dependencies, timelines, budget, action items and resources for the project
• Authorizing the provision of Zendesk personnel and managing assigned Zendesk personnel according to the defined scope of the project
• Creating, maintaining, executing, and monitoring project plans
• Providing weekly status reports focusing on budgets, scope, and timeline
• Managing any major changes in scope and notification to Subscriber of such change
• Managing stakeholder and Subscriber expectations and resolving issues escalated by Subscriber Project Manager
• Identifying and mitigating project risks and issues. Issue tracking until resolution is achieved.
• Formulating and executing communication plans
• Providing direction and support to project teams within scope of the project

2.        PROJECT ASSUMPTIONS

• The Consulting Services will be performed for a single Zendesk instance for the default language.
• Subscriber will provide a designated Project Manager that will manage the appropriate resources and tasks at Subscriber
• Subscriber is responsible for scheduling and coordinating workflow testing and user acceptance testing (UAT)
• All activities as defined in this SOW will be performed in Subscriber production instance unless specifically stated otherwise
• Any services not expressly included in the above SOW are considered out of scope 

THE FOLLOWING SERVICES ARE NOT PROVIDED

• End user training, custom reporting, custom code, integrations and/or App Development outside of what is expressly stated herein.
• Development or troubleshooting of Subscriber provided code, 3rd party systems, or existing out of box Zendesk Apps from within Zendesk Marketplace.

3.        FEES & EXPENSE

As compensation for the Consulting Services, Subscriber shall pay to Zendesk fees (the “Fees”) on a Time and Materials basis at the following rates:

Rate Table	Rate
T&M Blended Rate	$225 per hour

Zendesk shall invoice Subscriber on a monthly basis for the Consulting Services performed at the rates set forth above. In addition, Subscriber shall reimburse Zendesk for any reasonable costs for travel, lodging, communications, shipping charges and any out-of-pocket expenses incurred by Zendesk in connection with providing the Consulting Services (collectively, “Expenses,”). Subscriber agrees to pay the Fees and Expenses upon receipt of invoice. For avoidance of doubt, Subscriber shall remain responsible for reimbursement of such Expenses actually incurred, regardless whether this Statement of Work is terminated or modified prior to performance of the Consulting Services.

To the extent that any Change Order in connection with the Consulting Services is agreed upon by Zendesk and Subscriber, Subscriber shall pay any additional Fees and Expenses associated with such Change Order pursuant to this Statement of Work, unless otherwise indicated in such Change Order. Fees are non-refundable except as expressly stated in the MSA. Payment shall be made in accordance with Section 4 of the Supplemental Terms and Conditions to the MSA.

4.        FEE ESTIMATE

Deliverables	Role	Hours	Estimated Cost
1.1 Technical Guidance	Technical Architect	12	$2,700
1.2 Project Management	Engagement Manager	4	$900
Total Estimate:		16	$3,600

The above amount represents only an estimate of the fees. The actual amount of Fees for time and materials spent by Zendesk in performance of the Services shall not exceed $3600 without prior written approval by Subscriber.

Change Order.  Fees are non-refundable except as expressly stated in the MSA. Payment shall be made in accordance with Section 4 of the Supplemental Terms and Conditions to the MSA.

IN WITNESS WHEREOF, each Party acknowledges that it has read and understands the Agreement agrees to be bound by the terms of the Agreement. Each Party additionally acknowledges that each is acting under due and proper authority to execute this SOW as of the Effective Date:

Signature: \s1\ By: \co1\ Name (print):\n1\ Title:\t1\ Date:\d1\

Signature: \s2\ By: \co2\  Name (print):\n2\ Title:\t2\ Date:\d2\

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