2021/06/16 Crayon Software Experts, LLC and City of MenifeeSTATEMENT OF WORK FOR O365 MIGRATION
CRAYON SOFTWARE EXPERTS, LLC AND CITY OF MENIFEE
APRIL 2ND, 2021
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STATEMENT OF WORK
pg. 1
Contents
Project Details .................................................................................................................................................... 2
Business Value ................................................................................................................................................... 2
Scope Criteria .................................................................................................................................................... 2
Services Scope .................................................................................................................................................. 2
Out of Scope ............................................................................................................................................... 3
Project Scheduling .............................................................................................................................................. 3
Assumptions ....................................................................................................................................................... 3
Agreement ......................................................................................................................................................... 4
Project Rates ...................................................................................................................................................... 4
Payment Terms ........................................................................................................................................... 5
Travel & Expenses ....................................................................................................................................... 5
Acceptance ........................................................................................................................................................ 6
City of Menifree ............................................................................................................................................... 6
Crayon Software Experts, LLC ......................................................................................................................... 6
Appendix A - Terms & Conditions ........................................................................................................................ 7
Crayon Software Experts, LLC Standard Terms and Conditions .................................................................... 7
Exhibit A ....................................................................................................................................................... 13
Dispute Resolution Procedures .................................................................................................................. 13
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STATEMENT OF WORK
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Project Details
Project Name O365 Migration
Partner N/A (Partner)
Customer CITY OF MENIFREE (Customer)
Project Type Cloud Migration CUS2000T1
Pre-Sales Architect Abdullah Masud
Sales Rep Eric Stout
SOW Expiration Date May 30, 2021
Business Value
CITY OF MENIFREE is undergoing a digital transformation journey and must leverage the full potential of emerging
technologies to work differently and more efficiently. Office 365 is a cloud-based subscription service that brings
together the best tools for the way people work today. By combining best-in-class apps like Excel and Outlook with
powerful cloud services like OneDrive and Microsoft Teams, Office 365 lets anyone create and share anywhere on
any device.
Crayons Office 365 Mail Migration service leverages our technical experience and tools to minimize the risk and
challenges and ensure success.
Scope Criteria
This Statement of Work abides by the following Scope Criteria
Customer has identified the following as counts for the migration service:
• Tenant-to-tenant Migration
o Customer migrating from O365 Commercial Tenant to O365 Government Tenant
• Customer will provide all access to the Azure Active Directories for both tenants
• (220) User Mailboxes being migrated
• No Public Folders being migrated
• (220) User Mailboxes worth of OneDrive content being migrated
o (1.2) TB of OneDrive Data
• Single Domains requesting to be set up and registered in Azure Active Directory Tenant to support
authentication only
o Hybrid Azure AD Connect or Standalone Cloud Identity Setup Per Domain – Both are in scope
• 5.7 GBs of SharePoint Online data. This content would be migrated as-is from the existing tenant to the new
tenant
Services Scope
Below are the services considered in scope for this project and the planned outcome for each. Any service not
listed herein is considered out of scope.
Exchange and OneDrive Migration
Major Tasks Outcome
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STATEMENT OF WORK
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Assessment of existing Active Directory and E-
Mail solution to prepare for successful migration
Recommendations of changes required to facilitate the
successful migration.
Advise Customer on the implementation of the
recommended changes to support the
successful migration
Guidance to Customer on how to implement changes
Deploy the O365 Tenant working with
Customer if one has not already been created
O365 Tenant setup and prepared for the Migration
Deploy AD Synchronization and configure
password write-back
AD Synchronization to facilitate a more seamless
authentication for users
Redirect MX Record and test mail delivery Mail flow through O365
Migrate Mailboxes to O365 All in scope mailboxes migrated to O365
Sharepoint Online Migration
Major Tasks Outcome
Provide on-demand services, at an hourly rate,
to the customer strictly around Microsoft
SharePoint. Possible use cases of this service
can be the following:
- Provisioning SharePoint site and folders
- Assessing any current SharePoint
environment
- Performing migrations steps to move
SharePoint from one tenant to another
SharePoint Online tenant
- Assigning appropriate permissions to
users within SharePoint
Crayon has years of O365 expertise.
Customer will benefit immensely from
Crayon’s opinions and experience. Customer
can be made aware of any “gotchas” or
hurdles that Crayon has encountered thereby
making Customer’s progress issueless.
Out of Scope
1. Changes to the existing IT infrastructure or systems.
2. Changes to user workstations
3. Networking changes or configurations
4. Configuration of Skype for Business or Teams Calling plans
5. Azure AD SSO, Azure AD External Identities and Azure AD B2C
6. Multi-factor authentication and self-password reset setup
Project Scheduling
Projects are scheduled once the SOW is fully executed. Lead time to begin the project work is two (2) weeks after
the date of SOW execution. If customer requires accelerated start dates an additional scheduling fee of 10% of the
total SOW will apply.
Assumptions
The scope and estimates for this project were developed based on the assumptions below and any deviation from
these may impact the level of effort as well as the schedule and fees associated with completing the project.
1. Partner & Customer will always provide a point of contact to be engaged in the project. This point of
contact will also be responsible for providing all necessary information about the customer environment.
2. Scheduling will occur based on availability of all parties.
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STATEMENT OF WORK
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3. Crayon is not responsible for data loss. Customer should perform backups of all affected systems prior to
commencement of work on this SOW.
4. Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing
issues to the attention of the appropriate persons within Customer's organization and resolving conflicting
requirements.
5. Customer key stakeholders will be readily accessible for key decision making throughout the course of the
initiative. Delays caused by availability of customer personnel may cause increased time and costs to the
project.
6. Crayon reserves the right to update and adjust the estimated hours required as more
details become available. Crayon will review the changes to the estimated hours when the information
becomes available.
7. Customer is expected to provide all relevant information and data in a clarified manner to Crayon Cloud
Architects. Failure to do so might result in misalignment of expectations and project extensions.
8. If the project is cancelled by Partner or Customer after work has begun, all fees will be paid for work
performed and a cancellation fee of 20% of the remaining billable amount will apply.
9. The cost of any hardware or software required to complete the service is not included in this statement of
work.
10. Services will be performed remotely.
11. Identity services are per domain and does not include sub domains
12. MFA setup does not include integration with on-premises systems
13. Mail migration may require users to re-authenticate and possibly setup new mail profiles.
14. Customer is duty bound to provide the appropriate level of access to Microsoft Exchange, Azure AD tenant
or any other related systems and data to accomplish the tasks listed in scope of services
15. Licensing cost is not included as part of this Statement of Work. Customer is responsible for purchasing the
appropriate licenses for Crayon to accomplish the tasks listed in scope of services
16. For Hybrid Azure AD Connect setup, Customer is responsible for having a Domain Controller with the
minimum underlying requirements to implement Azure AD Connect.
Agreement
Crayon will provide the following services under the terms and conditions in Appendix A of this document
Project Rates
Crayon will execute this project on the Time and Materials billing basis at the rates listed in the table below. If
Customer requests additional work outside of scope, Crayon and Partner / Customer will address these changes
through a written Change Request.
Milestone Invoicing Criteria Unit Cost Cost
Azure AD Identity Setup
Cloud Identity and/or Hybrid Identity
(1) Domain
Bi-weekly; based on number of
domains setup
$1,100 / Domain $ 1,100
O365 Exchange and OneDrive Migration
(220) Mailboxes
Bi-weekly; based on mailboxes
and user files migrated.
$ 55 / User $ 12,100
O365 Exchange and OneDrive Migration
Any Additional Mailboxes
Bi-weekly; based on mailboxes
and user files migrated.
$ 55 / User TBD
SharePoint Online Migration Bi-weekly; based on number of
hours consumed
$ 165 / User TBD
Project Management Services Included Included
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STATEMENT OF WORK
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TOTALS $ 13,200
Payment Terms
Invoicing will occur monthly for hours consumed or based on the milestones defined in the table above. Partner /
Customer agrees to pay properly submitted invoices within thirty (30) days after date of invoice.
Travel & Expenses
By mutual agreement between Partner / Customer and Crayon, if this engagement requires travel by any Crayon
employee, we will submit the expenses (and applicable receipts) on an invoice payable by Partner / Customer as
follows:
• Auto mileage: Actual Cost
• Airfare: Actual cost
• Hotel: Actual cost
• Car Rental: Actual cost
• Meals: Actual Cost
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STATEMENT OF WORK
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Acceptance
The terms and conditions of this Services Agreement apply in full to the services and products provided under this
Statement of Work.
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have executed this Statement of
Work, under seal.
City of Menifee Crayon Software Experts, LLC
Regina Manfredi
Armando G. Villa, City Manager
Full name
Sr. Vice President, US Sales
Title
Signature
Date
Attest:
Sarah A. Manwaring, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
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6/15/2021
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STATEMENT OF WORK
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Appendix A - Terms & Conditions
Crayon Software Experts, LLC Standard Terms and Conditions
1. Services. It is understood and agreed that Crayon Software Experts, LLC (“Crayon”) services may include
advice and recommendations; but all decisions in connection with the implementation of such advice and
recommendations shall be the responsibility of, and made by, Customer. References herein to Customer shall refer
to the addressee of the SOW, proposal or engagement letter to which these Standard Terms and Conditions are
attached (the “Engagement Letter”).
2. Payment of Invoices. Customer agrees to pay properly submitted invoices within thirty (30) days of receipt of the
invoice, or such other due date as may be indicated in the Engagement Letter. Crayon shall have the right to halt
or terminate entirely its services under the Engagement Letter until payment is received on past due invoices. All
fees, charges and other amounts payable to Crayon under the Engagement Letter do not include any sales, use,
excise, value added or other applicable taxes, tariffs or duties, payment of which shall be Customer’s sole
responsibility, excluding any applicable taxes based on Crayon’s net income or taxes arising from the employment
or independent contractor relationship between Crayon and its personnel.
3. Term. Unless terminated sooner in accordance with its terms, the engagement shall terminate upon the
completion of Crayon’s services under the Engagement Letter. In addition, either party may terminate the
Engagement Letter at any time by giving written notice to the other party not less than 30 calendar days before the
effective date of termination.
4. OWNERSHIP RIGHTS IN WORK PRODUCT
A. Ownership to work product. Deliverables specifically identified in any SOW hereunder. created or
prepared by Crayon for Purchaser or End User pursuant to this Agreement, but excluding any Excluded
Inventions (as defined in Section 6 subsection C Exclusion of Inventions) will collectively be termed the
“Work Product.” Crayon and Purchaser agree that if any Work Product is copyrightable and such work
product falls within the definition of a “work made for hire” as defined in 17 U.S.C. 101 and 201(b), all
copyrights and copyright registrations related to such copyrightable Work Product will be the sole and
exclusive property of End User or Purchaser based on contracts between Purchaser and End U ser.
Otherwise, Crayon shall assign the entire right, title and interest in and to the Work Product to End User or
Purchaser, as the case may be.
B. Exclusion of inventions. Crayon will not be required to assign to Purchaser, End User, or its Affiliates any
invention, discovery, innovation, or improvement that Crayon can show was developed entirely on its own
time, not resulting from any work performed by Crayon for End User or Purchaser and without the use of
any Crayon or Crayon Affiliate equipment, supplies, facility, artwork, or Confidential Information (the
“Excluded Inventions”). In any dispute with respect to these exclusions, the burden of proof will be on
Crayon to show that the exclusion applies. If any Excluded Inventions are incorporated into the
deliverables, Crayon hereby grants to Purchaser or End User a paid-up, non-exclusive, worldwide unlimited
license to use, copy, and redistribute such Excluded Inventions in connection with its use of the
deliverables.
C. Crayon Property. Purchaser acknowledges and agrees that in the performance of deliverables and
Services, Crayon (or its Affiliates) may use certain Crayon or Affiliates proprietary and owned property
(“Crayon Property”). Crayon or its Affiliates (as the case may be) retain sole and exclusive ownership of all
such Crayon Property and all intellectual property rights, title and interest thereto. In those cases where
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STATEMENT OF WORK
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Crayon Property is included in any deliverables and Services, Crayon grants Purchaser or End User (as the
case may be) a nonexclusive, nontransferable, license to use the Crayon Property solely for their own
internal business purposes, or external purpose if identified in the specific SOW in connection with the
deliverables and Services. All rights not expressly granted to End User or Purchaser (as the case may be)
are reserved by Crayon and there are no implied licenses
D. Residual Knowledge. Residual Knowledge means any general ideas, concepts, know-how,
methodologies, processes, technologies, algorithms or techniques retained in the unaided mental
impressions of Crayon’s personnel relating in any way to the Project or Services provided under this MSA,
SOW. Crayon perpetually retains any and all rights, title and interests in and unrestricted use to any
Residual Knowledge developed or provided by it during the Term of this MSA
5. INTELLECTUAL PROPERTY
a. Crayon further represents to Purchaser that all deliverables will be the original work of Crayon (or duly
licensed by Crayon for purposes for which they are delivered). Crayon further represents to Purchaser that:
i. There is no claim, litigation, or proceeding pending or threatened against Crayon with respect to
Services or deliverables, or any component thereof, alleging infringement of any Intellectual
Property Rights of any person or entity;
ii. That there is no pending litigation that could impact Crayon’s ability to provide the Services or
deliverables
iii. That neither the performance of the Services by Crayon nor furnishing of the deliverables nor
Purchaser’s End User's or Purchaser's use or continued use of same under this Agreement or any
SOW, will in any way constitute an infringement or other violation of any Intellectual Property Rights,
nondisclosure agreement, or other rights of any third party.
b. Purchaser represents to Crayon that to the extent that Purchaser has directly or indirectly supplied any
Intellectual Property, whether Purchaser’s, End User or any third party, to Crayon for use or as part of the
deliverables, Project or SOW, that:
i. There is no claim, litigation, or proceeding pending or threatened against Purchaser or the third-
party alleging infringement of any Intellectual Property Rights of any person or entity;
ii. That there is no pending litigation that could impact Crayon’s ability to work on or otherwise
modify the Intellectual Property provided by Purchaser; and
iii. That neither the performance of the Services by Crayon nor furnishing of the deliverables to nor
Purchaser’s End User's or Purchaser's use or continued use of same under this Agreement or any
SOW, will in any way constitute an infringement or other violation of any Intellectual Property Rights,
nondisclosure agreement, or other rights of any third party, in any materials provided by Purchaser
to Crayon
6. Limitation on Warranties.
THIS IS A SERVICES ENGAGEMENT. CRAYON WARRANTS THAT IT WILL PERFORM SERVICES UNDER THE
ENGAGEMENT LETTER IN GOOD FAITH, WITH QUALIFIED PERSONNEL IN A COMPETENT AND
WORKMANLIKE MANNER IN ACCORDANCE WITH APPLICABLE INDUSTRY STANDARDS. CRAYON DOES NOT
WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR WILL MEET CUSTOMER’S REQUIREMENTS.
CRAYON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
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STATEMENT OF WORK
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LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Crayon is
not responsible for any delays, delivery failures, loss or corruption of data, or any other loss or damage resulting
from the transfer of data over communications networks and facilities, including the internet, or related to any
services provided by third parties, and Customer acknowledges that the Services may be subject to limitations,
delays and other problems inherent in the use of such communications facilities.
7. Limitation on Damages.
Except for each party’s indemnification obligations as set forth below, neither Customer nor Crayon shall be liable
to the other for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or
relating to the services performed under the Engagement Letter for an aggregate amount in excess of the fees
paid or owing to Crayon for services rendered by Crayon under the Engagement Letter in the twelve-month period
before the claim arose. In no event shall either party be liable for consequential, special, indirect, incidental,
punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and
opportunity costs). Crayon shall have no liability with respect to the results of any audit or to payment request of
any vendor of Customer. Customer shall be solely responsible for Customer’s deployment and use of its software
assets. Customer assumes sole responsibility for information and results obtained from the use of the services, and
for conclusions drawn from such use. The provisions of this Paragraph shall apply regardless of the form of action,
damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or otherwise.
8. Infringement.
a. Crayon hereby agrees to indemnify, hold harmless and defend Customer from and against all claims,
liabilities, losses, expenses (including reasonable attorneys’ fees), fines, penalties, taxes or damages
(collectively "Liabilities") asserted by any third party against Customer to the extent such Liabilities result
from the infringement by the Deliverables of any third party's patents issued as of the date of the
Engagement Letter. The preceding indemnification provision shall not apply to any infringement arising out
of the following:
i. use of the Deliverables other than in accordance with applicable documentation or instructions
supplied by Crayon or other than in accordance with Paragraph 8(b);
ii. any alteration, modification or revision of the Deliverables not expressly agreed to in writing by
Crayon; or
iii. the combination of the Deliverables with materials not supplied or approved by Crayon.
b. In case any of the Deliverables or any portion thereof is held, or in Crayon’s reasonable opinion is likely to
be held, in any such suit to constitute infringement, Crayon may, within a reasonable time, at its option
either:
i. secure for Customer the right to continue the use of such infringing item; or
ii. replace, at Crayon’s sole expense, such item with a substantially equivalent non-infringing item or
modify such item so that it becomes non-infringing.
iii. In the event Crayon is, in its reasonable discretion, unable to perform either of options described
in (i) or (ii) above, Customer shall return the Deliverable to Crayon, and Crayon’s sole liability shall
be to refund to Customer the amount paid to Crayon for such item; provided that the foregoing shall
not be construed to limit Crayon’s indemnification obligation set forth in Paragraph 7(a) above.
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c. The provisions of this Paragraph 7 state Crayon’s entire liability and Customer’s sole and exclusive
remedy with respect to any infringement or claim of infringement.
9. Indemnification.
a. Each party agrees to indemnify, hold harmless and defend the other party from and against any and all
Liabilities for physical injury to, or illness or death of, any person or persons regardless of status, and
damage to or destruction of any tangible property, which the other party may sustain or incur, to the extent
such Liabilities result from the negligence or willful misconduct of the indemnifying party.
b. Except as otherwise required by law, or as permitted by the Engagement Letter, Customer
acknowledges and agrees that any advice, recommendations, information or work product provided to
Customer by Crayon in connection with this engagement is for the confidential use of Customer, may not
be relied upon by any third party and Customer will not disclose or permit access to such advice,
recommendations, information or work product to any third party or summarize or refer to such advice,
recommendations, information or work product or to Crayon's engagement under the Engagement Letter
without, in each case, Crayon's prior written consent. In furtherance of the foregoing, Customer will
indemnify, defend and hold harmless Crayon from and against any and all Liabilities suffered by or asserted
against Crayon in connection with a third-party claim to the extent resulting from such party’s use or
possession of or reliance upon Crayon’s advice, recommendations, information or work product as a result
of Customer’s use or disclosure of such advice, recommendations, information or work product.
c. The party entitled to indemnification (the “Indemnified Party”) shall promptly notify the party obligated to
provide such indemnification (the “Indemnifying Party”) of any claim for which the Indemnified Party seeks
indemnification. The Indemnifying Party shall have the right to conduct the defense or settlement of any
such claim at the Indemnifying Party's sole expense, and the Indemnified Party shall cooperate with the
Indemnifying Party. The party not conducting the defense shall nonetheless have the right to participate in
such defense at its own expense. The Indemnified Party shall have the right to approve the settlement of
any claim that imposes any liability or obligation other than the payment of money damages.
10. Cooperation; Use of Information.
a. Customer agrees to cooperate with Crayon in the performance of the services under the Engagement
Letter and shall provide Crayon with timely access to and use of Customer's personnel, facilities,
equipment, data and information to the extent necessary for Crayon to perform the services under the
Engagement Letter. Customer shall provide Crayon with license entitlement information. The Engagement
Letter may set forth additional obligations of Customer in connection with this engagement. Customer
acknowledges that Customer's failure to assign Customer personnel having skills commensurate with their
role with respect to this engagement could adversely affect Crayon’s ability to provide the services under
the Engagement Letter.
b. Customer acknowledges and agrees that Crayon may, in performing its obligations pursuant to this
Agreement, use data, material, and other information furnished by Customer without any independent
investigation or verification and that Crayon shall be entitled to rely upon the accuracy and completeness of
such information in performing the services under the Engagement Letter.
11. Force Majeure.
Neither Customer nor Crayon shall be liable for any delays resulting from circumstances or causes beyond its
reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or
other violence, or any law, order or requirement of any governmental agency or authority.
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12. Limitation on Actions.
No action, regardless of form, arising out of or relating to this engagement, may be brought by either party more
than one year after the cause of action has accrued, except that an action for non-payment may be brought by a
party not later than one year following the date of the last payment due to such party under the Engagement Letter.
13. Independent Contractor.
It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is or
shall be considered an agent, distributor or representative of the other. Neither party shall act or represent itself,
directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of,
or in the name of, the other.
14. Confidentiality.
a. “Confidential Information” means all documents, software, reports, data, records, forms and other
materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”) in the
course of performing the services under the Engagement Letter:
i. that have been marked as confidential;
ii. whose confidential nature has been made known by the Disclosing Party to the Receiving Party;
or
iii. that due to their character and nature, a reasonable person under like circumstances would treat
as confidential. Notwithstanding the foregoing, Confidential Information does not include informat ion
which:
1. is already known to the Receiving Party at the time of disclosure by the Disclosing Party;
2. is or becomes publicly known through no wrongful act of the Receiving Party;
3. is independently developed by the Receiving Party without benefit of the Disclosing
Party’s Confidential Information or
4. is received by the Receiving Party from a third party without restriction and without a
breach of an obligation of confidentiality.
b. The Receiving Party will deliver to the Disclosing Party all Confidential Information of the Disclosing Party
and all copies thereof when the Disclosing Party requests the same, except for one copy thereof that the
Receiving Party may retain for its records. The Receiving Party shall not use or disclose to any person, firm
or entity any Confidential Information of the Disclosing Party without the Disclosing Party’s express, prior
written permission; provided, however, that notwithstanding the foregoing, and subject to Paragraph 13
(d), the Receiving Party may disclose Confidential Information to the extent that it is required to be
disclosed pursuant to a statutory or regulatory provision or court order or to fulfill professional obligations
and standards.
c. Each party shall be deemed to have met its nondisclosure obligations under this Paragraph 13 as long as
it exercises the same level of care to protect the other’s information as it exercises to protect its own
confidential information but in no event less than reasonable care, except to the extent that applicable law
or professional standards impose a higher requirement.
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STATEMENT OF WORK
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d. If the Receiving Party receives a subpoena, other validly issued administrative or judicial demand or has
a professional obligation or standard requiring it to disclose the Disclosing Party’s Confidential Information,
the Receiving Party shall provide prompt written notice to the Disclosing Party of such requirement or
demand in order to permit it to seek a protective order or otherwise intervene to protect its interests in the
Confidential Information. Receiving Party shall provide full cooperation and assistance to the Disclosing
Party in seeking to obtain such protection. So long as the Receiving Party gives prompt notice and fully
cooperates, as provided herein, the Receiving Party shall be entitled to comply with such demand to the
extent permitted by law, subject to any protective order or the like that may have been entered in the
matter.
15. Survival.
The provisions of Paragraphs 1, 2, 4, 6, 7, 8, 11, 13, 16, 17, 18 and 19(a) hereof shall survive the expiration or
termination of this engagement.
16. Assignment.
Neither party may assign, transfer or delegate any of its rights or obligations without the prior written consent of th e
other party, such consent not to be unreasonably withheld.
17. Severability.
In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the
remainder of this Agreement shall not be affected, and each such term and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
18. Governing Law.
The Engagement Letter and these Standard Terms and Conditions shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflict of laws provisions thereof.
19. Alternative Dispute Resolution.
a. Any dispute or claim arising out of or relating to the Engagement Letter between the parties, the services
provided thereunder, or any other services provided by or on behalf of Crayon or any of its subcontractors
or agents to Customer or at its request (including any dispute or claim involving any person or entity for
whose benefit the services in question are or were provided) shall be resolved in accordance with the
dispute resolution procedures set forth in Exhibit A attached hereto, which constitute the sole
methodologies for the resolution of all such disputes. By operation of this provision, the parties agree to
forego litigation over such disputes in any court of competent jurisdiction. Mediation, if selected, may take
place at a location to be designated by the parties. Arbitration shall take place in Dallas, Texas. Either party
may seek to enforce any written agreement reached by the parties during mediation, or to confirm and
enforce any final award entered in arbitration, in any court of competent jurisdiction.
b. Notwithstanding the agreement to such procedures, either party may seek injunctive relief to enforce its
rights with respect to the use or protection of
i. its confidential or proprietary information or material or
ii. its names, trademarks, service marks or logos, solely in the courts of the State of Texas or in the
courts of the United States located in the State of Texas. The parties consent to the personal
jurisdiction thereof and to sole venue therein only for such purposes.
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STATEMENT OF WORK
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20. Miscellaneous.
a. Except as otherwise set forth in the Engagement Letter, in accepting this engagement, Customer
acknowledges that completion of this engagement or acceptance of Deliverables resulting from this
engagement will not constitute a basis for Customer’s assessment or evaluation of internal control over
financial reporting and disclosure controls and procedures, or its compliance with its principal officer
certification requirements under Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”). This
engagement shall not be construed to support Customer’s responsibilities under Section 404 of the Act
requiring each annual report filed under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 to
contain an internal control report from management.
b. Crayon may communicate with Customer by electronic mail or otherwise transmit documents in
electronic form during the course of this engagement. Customer accepts the inherent risks of these forms
of communication (including the security risks of interception of or unauthorized access to such
communications, the risks of corruption of such communications and the risks of viruses or other harmful
devices) and agrees that it may rely only upon a final hardcopy version of a document or other
communication that Crayon transmits to Customer.
c. Crayon may subcontract Services to be performed under the Engagement Letter. Notwithstanding this
subsection, Crayon’s use of subcontractors will not relieve Crayon of the responsibility for the
subcontractor’s performance.
21. Conflicts Check.
Prior to the start of each project, Crayon will perform an internal search for any potential conflicts with identified
third-parties and will promptly advise Customer of conflicts of interest that could prevent Crayon from doing a
compliance review of a particular third-party.
22. Entire Agreement.
These terms, and the Engagement Letter including Exhibits hereto and thereto, constitute the entire agreement
between Crayon and Customer with respect to this engagement and supersede all other oral and written
representation, understandings or agreements relating to this engagement.
Exhibit A
Dispute Resolution Procedures
The following procedures are the sole methodologies to be used to resolve any controversy or claim (“dispute”). If
any of these provisions are determined to be invalid or unenforceable, the remaining provisions shall remain in
effect and binding on the parties to the fullest extent permitted by law.
Mediation
Any party may request mediation of a dispute by providing a written Request for Mediation to the other party or
parties. The mediator, as well as the time and place of the mediation, shall be selected by agreement of the parties.
Absent any other agreement to the contrary, the parties agree to proceed in mediation using the CPR Mediation
Procedures (Effective April 1, 1998), with the exception of paragraph 2 which shall not apply to any mediation
conducted pursuant to this agreement. As provided in the CPR Mediation Procedures, the mediation shall be
conducted as specified by the mediator and as agreed upon by the parties. The parties agree to discuss their
differences in good faith and to attempt, with facilitation by the mediator, to reach a consensual resolution of the
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STATEMENT OF WORK
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dispute. The mediation shall be treated as a settlement discussion and shall be confidential. The mediator may not
testify for any party in any later proceeding related to the dispute. No recording or transcript shall be made of the
mediation proceeding. Each party shall bear its own costs in the mediation. Absent an agreement to the contrary,
the fees and expenses of the mediator shall be shared equally by the parties.
Arbitration
Arbitration shall be used to settle the following disputes: (1) any dispute not resolved by mediation 90 days after
the issuance by one of the parties of a written Request for Mediation (or, if the parties have agreed to enter or
extend the mediation, for such longer period as the parties may agree) or (2) any dispute in which a party declares,
more than 30 days after receipt of a written Request for Mediation, mediation to be inappropriate to resolve that
dispute and initiates a Request for Arbitration. Once commenced, the arbitration will be conducted either (1) in
accordance with the procedures in this document and the Rules for Non-Administered Arbitration of the CPR
Institute for Dispute Resolution (“CPR Arbitration Rules”) as in effect on the date of the engagement letter or
contract between the parties, or (2) in accordance with other rules and procedures as the parties may designate
by mutual agreement. In the event of a conflict, the provisions of this document and the CPR Arbitration Rules will
control.
The arbitration will be conducted before a panel of three arbitrators, two of whom may be designated by the parties
using either the CPR Panels of Distinguished Neutrals or the Arbitration Rosters maintained by any JAMS Office in
the United States. If the parties are unable to agree on the composition of the arbitration panel, the parties shall
follow the screened selection process provided in Section B, Rules 5, 6, 7, and 8 of the CPR Arbitration Rules. Any
issue concerning the extent to which any dispute is subject to arbitration, or any dispute concerning the
applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these
procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the
arbitrators. No potential arbitrator shall be appointed unless he or she has agreed in writing to abide and be bound
by these procedures.
The arbitration panel shall issue its final award in writing. The panel shall have no power to award non-monetary or
equitable relief of any sort. Damages that are inconsistent with any applicable agreement between the parties, that
are punitive in nature, or that are not measured by the prevailing party’s actual damages, shall be unavailable in
arbitration or any other forum. In no event, even if any other portion of these provisions is held to be inval id or
unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be
made or imposed by a court deciding the matter in the same jurisdiction.
Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the
arbitration panel upon a showing of substantial need by the party seeking discovery.
All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the
existence, content or results of the arbitration only as provided in the CPR Arbitration Rules. Before making any
such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable
opportunity to protect their interests.
The award reached as a result of the arbitration will be binding on the parties, and confirmation of the arbitration
award may be sought in any court having jurisdiction.
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