8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 7, 2008

SPSS Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-22194	36-2815480
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
233 South Wacker Drive, Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(312) 651-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 7, 2008, SPSS Inc. (the “Company”) entered into the SPSS – Globalware Physical Fulfillment and Delivery Hosting Agreement – Statement of Work with GlobalWare Solutions, Inc. (“GWS”), effective as of April 7, 2008 (the “Distribution SOW”). On April 7, 2008, the Company entered into the SPSS – Globalware Electronic Software Delivery Hosting Agreement – Statement of Work with GWS, effective as of April 7, 2008 (the “Electronic Delivery SOW”). Both the Distribution SOW and the Electronic Delivery SOW reference the terms of the Globalware Solutions Service Agreement entered into by the Company and GWS on May 10, 2007 and amended by the parties on April 7, 2008.

Pursuant to the Distribution SOW, GWS or its suppliers will duplicate SPSS software media and documentation and fulfill and ship software and documentation orders for the Company in the United States and multiple international locations. The term of the Distribution SOW is two years and can be renewed for successive one year terms. The foregoing summary of the terms of the Distribution SOW is qualified in its entirety by the text of the Distribution SOW attached hereto as Exhibit 10.4 and incorporated herein by reference. The Distribution SOW replaces an agreement between SPSS and Banta Global Turnkey, Ltd. (“Banta”) for similar services which will terminate on October 4, 2008 pursuant to notice given by SPSS on April 7, 2008, as further described in Item 1.02 below.

The Electronic Delivery SOW allows the Company to electronically deliver its software. The term of the Electronic Delivery SOW is two years and can be renewed for successive one year terms. The foregoing summary of the terms of the Electronic Delivery SOW is qualified in its entirety by the text of the Electronic Delivery SOW attached hereto as Exhibit 10.5 and incorporated herein by reference.

ITEM 1.02: TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Prior to entering into the Distribution SOW described in Item 1.01 above, SPSS was party to a Software Distribution Agreement with Banta, dated as of January 3, 2006 (the “Banta Agreement”). On April 7, 2008, as a result of the Company’s entry into the Distribution SOW, SPSS provided Banta with notice of termination pursuant to the terms of the Banta Agreement. The Banta Agreement will terminate on October 4, 2008. Under the Banta Agreement, Banta agreed to provide services similar to the services that GWS will provide to the Company pursuant to the Distribution SOW.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1	Globalware Solutions Service Agreement, dated as of May 10, 2007, by and between SPSS Inc. and GlobalWare Solutions, Inc.
10.2	Addendum to Globalware Solutions Service Agreement dated May 10, 2007, dated as of April 7, 2008, by and between SPSS Inc. and GlobalWare Solutions, Inc.
10.3	Addendum 2 to Globalware Solutions Service Agreement dated May 10, 2007, dated as of April 7, 2008, by and between SPSS Inc. and GlobalWare Solutions, Inc.

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10.4	SPSS – Globalware Physical Fulfillment and Delivery Hosting Agreement – Statement of Work, dated as of April 7, 2008, by and between SPSS Inc. and GlobalWare Solutions, Inc.
10.5	SPSS – Globalware Electronic Software Delivery Hosting Agreement – Statement of Work, dated as of April 7, 2008, by and between SPSS Inc. and GlobalWare Solutions, Inc.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPSS INC.
	By:	/s/ Raymond H. Panza
		Raymond H. Panza
Dated: April 7, 2008		Executive Vice President, Corporate Operations, Chief Financial Officer and Secretary

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EX-10.1

Exhibit 10.1

GLOBALWARE SOLUTIONS SERVICE AGREEMENT

This Agreement is made this 10 day of May, 2007 between SPSS Inc. (“The Company”), a Delaware corporation with its principal place of business at 233 S. Wacker Drive Chicago, IL 60606 and GlobalWare Solutions, Inc. (“GWS”), a Delaware corporation with its principal place of business at 200 Ward Hill Avenue, Haverhill, MA 01835.

AGREEMENT

NOW, THEREFORE, in consideration of their mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Definitions

“Confidential Information” means proprietary and other valuable information, regardless of form, communicated by one party (“Disclosing Party”) to the other party (“Receiving Party”), including, without limitation, technical information, trade secrets, know how, specifications, financial and pricing information, market research, customer registration data and computer code.

“E-Commerce Site” an e-commerce web site hosted for The Company by GWS under the terms of this agreement.

“Prototype” a version of the E-Commerce Site that embodies customized look-and-feel, a subset of the full product catalog, and all standard functionality, and is operational for The Company review, but is not fully tested, does not contain the full product catalog, and contains none of whatever custom functional features may be required in the final E-Commerce Site.

“Customer” means a person or entity that enters the E-Commerce Site.

“End User” means a person or entity that purchases Product for use rather than resale.

“Services” means the services provided to The Company by GWS under this agreement.

“Documentation” means all collateral materials provided with the Products (such as electronic user manuals, templates, reference guides, digitized product photos and graphic images, and electronic data sheets).

“End User License Agreement (“EULA”)” means the written standard form of non-exclusive license agreement applicable to the Software, which governs the use of the Software by End Users.

“Transaction” means a transaction conducted by the End User in which he pays using a credit card or P.O. for goods or services on an e-commerce web site hosted for The Company by GWS.

“Registration” means a registration conducted by the End User in which he provides personal information to an E-Commerce Site not as part of a Transaction, for example to gain access to a free download.

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	“Download” means the transmission of a file to a Customer from an E-Commerce Site.
	“Free Download” means the transmission of a file to a Customer from an E-Commerce Site without an associated Transaction.
	“Customer Event” means a Transaction, Registration, Free Download, or the delivery of an electronic license.
	“Product” means the software, document, or The Company service set forth in Exhibit C, including related documentation, End User License Agreement, and Distributor Materials, if any prepared together in accordance with this Agreement.
	“Product Return” means a refund processed by the GWS for the full amount of a purchase made by an End User on an E-Commerce Site in accordance with the guidelines set fourth by The Company.
	“Price Credit” means a refund processed by the GWS for part of the amount of a purchase made by an ,End User on an E-Commerce Site in accordance with the guidelines set fourth by The Company, for example because of a subsequent price change.
	“Chargeback” means a debit from a merchant account by the card issuer or payment network of the entire original charge due to the credit card holder’s denial of responsibility of charges.
	“Chargeback Fee” means a debit from a merchant account to cover bank and payment network costs for processing a Chargeback.
	“Fraud Credit” means a credit processed by the GWS based on notice from the cardholder that the cardholder has denied responsibility for a charge. GWS will be subject to a Chargeback if the refund is not processed.
	“GWS Trademarks” means trademarks, trade names, and logos used by GWS.
2.	Scope of Services.
A.	Description of Services. GWS agrees to perform the “Services” as described in Schedule A, attached hereto (Statement of Work (SOW)) in accordance with the terms and conditions of the Agreement and Schedules A and B attached hereto. The Company agrees that GWS is the primary service partner for The Company. The Company shall make available to GWS in a timely manner upon request by GWS and at no charge to GWS all technical data, files, software, and other information and resources reasonably required by GWS from The Company for the performance of the Services. GWS shall use the customer supplied materials solely in connection with the provision of the Services and for no other purposes, subject to Section 7.B below. GWS also agrees to archive all supplied files for twelve (12) months after the end of life of a Product.
	The Company may at any time request a modification to the Services agreed to between the parties in writing specifying the desired modification to the same degree of specificity as in the original Statement of Work attached hereto as Schedule A. GWS shall submit and estimate the cost of such modification. The Company will review the cost proposal and enter into negotiations with GWS.

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	The final cost negotiated by GWS and an accepted representative of The Company shall be performed under the terms of this Agreement as so modified.
B.	Method of Performing Services. GWS represents it has the qualifications and ability to perform the Services in a professional manner, without the control or supervision of The Company. GWS further warrants that it shall perform the Services in a diligent and, professional manner and in accordance with industry best practices. Both parties agree to define specific requirements, expectations and measurements through the documentation of the SOW, defined as Schedule A.
C.	Issuance of Purchase Orders. The Company shall issue GWS purchase orders for Products, Components and/or Services in accordance with the SOW. All purchase orders shall be transmitted via facsimile, email, or through an electronic data interchange process agreed upon by the parties in the Statement of Work. GWS shall ensure that invoices reference the appropriate PO for accurate payment.
	The Company may cancel purchase orders subject to mutually agreed upon cancellation terms specified in the SOW. GWS shall make every effort to respond to a request for clarification or an approved change order in a timely manner so as to minimize any adverse impact on the applicable delivery schedule. The parties shall make an equitable adjustment in prices, delivery schedule, and terms and conditions as specified in the SOW.
D.	Delivery of Conforming Services. Notwithstanding anything contained in this Agreement or any exhibits, schedules, or addenda hereto to the contrary, GWS will provide Services in accordance with Schedule A, the SOW. Such SOW will have a description of the services to be performed, any costs to be charged to SPSS, any service level agreements and any potential acceptance criteria.
	If GWS has reason to believe that delivery of the Services will not be completed by the date specified, GWS shall immediately notify The Company of the cause and anticipated duration of the delay. The Company will determine whether GWS will maintain that delivery date or establish a new delivery date. GWS agrees to use its best efforts to deliver or perform as committed including, but not limited to, working overtime or extra shifts, expedited processing or the like at its own expense. The Company agrees to compensate GWS for all reasonable and additional costs incurred to deliver or perform as committed in the event the reason for the additional costs is a result of a delay caused primarily by The Company. In the event GWS is going to miss a delivery schedule previously committed to, it will notify The Company as soon as it is aware of the potential for delay, but in any event provide no less than two-day advance notice.
E.	Product Inspection and Quality. GWS shall inspect all Products before shipment to ensure conformance with the written Product specifications provided by The Company. Detailed expectations of quality, performance and services metrics will be defined within the SOW.
	3.  Compensation

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A.	Terms of Payment.  Full payment is due and payable thirty (30) days from the date of invoice. Should any invoice issued hereunder become past due The Company agrees to pay interest at the rate of one and one-half percent (1-1/2%) per month. Interest will be calculated from the invoice due date to the date payment is received. Should any portion of an invoice be disputed The Company agrees to pay the undisputed portion according to its terms. The Company further agrees to notify GWS in writing of any amount in dispute and the reason why within fifteen (15) days of receipt of invoice.  If invoice is not disputed than payment will be made within thirty (30) days of receipt of invoice. Payment will be made within fifteen (15) days after resolution of dispute, if any.
B.	Expiration of Rates.  Except as may be otherwise set forth in any Schedules hereto, all rates and prices set forth in the Schedules and signed Statement of Work, will remain firm and in effect for the term set forth in the Statement of Work.
4.	Term of Agreement
A.	Term. This Agreement shall become effective as of the date set forth above and shall remain in effect for a period of twenty-four (24) months. If this Agreement is terminated before completion of all Services, The Company shall pay GWS the amount due for the Services completed as of the effective date of termination plus any incurred costs for Services in process.. Upon any termination of this Agreement, the Parties’ rights and obligations under Section 3.A, Section 5 and Section 6 shall survive.
B.	Extension. This Agreement shall automatically extend on an annual basis after the Initial Term for successive one (1) year terms unless either party gives written notice of non-renewal to the other party at least sixty (60) days for Company and for GWS prior to the end of the Initial Term or the end of an extended term, as the case may be (such Initial Term collectively with any and all extended terms, the “Term”). Notwithstanding the language set forth in the previous sentence, this Agreement shall not terminate, unless it is terminated in accordance with Section 4 C or 4 D below, as long as a Statement of Work that references this Agreement remains in effect.
C.	Termination for Certain Events. Either party may terminate this Agreement in the event of the other party’s insolvency, assignment for the benefit of creditors, appointment of a receiver for its property, institution of voluntary proceedings for bankruptcy or other debt reorganization, or suffering the institution of involuntary proceedings in bankruptcy or other debt reorganization which proceedings are not discharged within sixty (60) days. Alternatively, if either party ceases doing business for any other reasons, the Agreement shall terminate. Both parties reserve the right to terminate this Agreement by providing sixty (60) days written notice to the other party, provided however, the terms and conditions of this agreement shall remain in full force and effect regarding any unfulfilled obligations of either party.
D.	Termination for Default. Should either party materially breach its obligations under this Agreement, the non-breaching party shall provide the other party with written notice that the other party is in breach of this Agreement and specifying the nature of the breach. If the other party shall dispute or cure the alleged breach within thirty (30) days after such notice, then this Agreement shall remain in effect. Otherwise, this Agreement shall terminate at the end of such thirty (30) day period and the terminating party shall be entitled to exercise all available remedies for the other

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party’s breach; provided, however, that no such termination shall affect the obligations of The Company to pay GWS for Services performed prior to termination, and GWS shall not be relieved of any liability for its material breach of this Agreement. For the purposes of this Section 4.D., material breach shall: (i) include for the Company the failure of The Company to pay invoices, when due (unless disputed in good faith in accordance with Section 3.A.) after an additional thirty (30) days written demand for payment following the submission of the invoice in accordance with Section 2.A.”; or (ii) include but not limited for GWS the failure of GWS to provide Services pursuant to the terms of this Agreement.

E. Insurance. GWS is responsible for purchasing a fidelity guarantee insurance policy to cover any losses to The Company’s products while they are in the possession of GWS. This policy will cover, inter alia, losses due to fire, water damage, theft by employees or others, or any other occurrence which results in the loss or damage of The Company products in GWS’ possession. GWS shall obtain and continue to have a policy that meets at minimum the following limits:

GWS must send proof of insurance, from an insurance company with a rating of A VII or higher by A.M. Best Company, to Company’s Insurance Office, 233 S. Wacker Dr. Chicago IL 60606-6307, Attn. T Schohn. Such insurance must contain the following minimum limits:

Commercial General Liability
General Aggregate	$	2,000,000
Products-Comp/Op Aggregate	$	1,000,000
Personal Injury	$	1,000,000
Each Occurrence	$	1,000,000
Fire Damage	$	100,000
Automobile Liability
Combined Single Limit	$	1,000,000
Workers Compensation	Statutory Limit
Employers Liability
Each Accident	$	500,000
Disease-Policy Limit	$	500,000
Disease-Each Employee	$	500,000
Professional Liability
Each Occurrence	$	1,000,000
Aggregate	$	2,000,000

Company and its subsidiaries must be named as an additional insured on the General Liability policy and a Waiver of Subrogation endorsement in Company of SPSS must be included on the Workers Compensation policy.

5. Relationship of Parties and Additional Obligations

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A. Independent Contractors. The relationship between The Company and GWS shall be that of independent contractors. There is no relationship, agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf or to represent themselves as the other’s agent or in any way, which might result in confusion as to the fact that the parties are separate and distinct entities.

Indemnification

1.

Indemnification by GWS. GWS at its own expense, agrees to indemnify, defend, and hold harmless The Company against third-party claims, suits, actions, proceedings, judgments, damages, costs, debts and/or liabilities (including reasonable lawyers fees and disbursements) based on or arising from: (i) infringement of a third-party intellectual property right by the Services or any other materials provided to The Company by GWS under this Agreement; (ii) breach by GWS of any of its covenants, representation or warranties under this Agreement; or (iii) the gross negligence or willful misconduct of GWS. If the Services are found to infringe any third-party intellectual property right, or in GWS ’ opinion is likely to be found to infringe, GWS may, at its option, elect to: (i) obtain for The Company the right to continue using such Services; or (ii) replace or modify the Services so that it becomes non-infringing with the same functionality.

2.

Indemnification by The Company. The Company, at its own expense, agrees to indemnify, defend and hold harmless GWS against third-party claims, suits, actions, proceedings, judgments, damages, costs, debts and/or liabilities (including reasonable lawyers fees and disbursements) based on or arising from: (i) infringement of a third-party intellectual property right by The Company Supplied Materials or any other materials provided to GWS by The Company under this Agreement; (ii) breach by The Company of any of its covenants, representation or warranties under this Agreement; or (iii) the gross negligence or willful misconduct of The Company. If The Company Supplied Materials are found to infringe any third-party intellectual property right, or in The Company’s opinion is likely to be found to infringe, The Company may, at its option elect to: (i) obtain for GWS the right to continue using such The Company Supplied Materials; (ii) replace or modify The Company Supplied Materials so that it becomes non-infringing; or (iii) terminate this Agreement. GWS agrees to abide by The Company’s decision and if appropriate install a different version of the The Company Supplied Materials. The Company shall have no obligation under this Section for any claim which results from: (a) use of the The Company Supplied Materials in combination with any The Company provided or authorized equipment, software, or data, if such claim would not have been made but for such combination; (b) The Company’s compliance with designs or specifications of GWS, if such claim would not have been made but for such compliance; (c) modification of the The Company Supplied Materials by anyone other than The Company or its authorized subcontractors, if such claim would not have been made but for such modification; or (d) use of an allegedly infringing version of The Company Supplied Materials, if the alleged infringement could be avoided by the use of a different version made available to GWS. This section A. 2 states the entire liability of The Company and exclusive remedies of GWS for claims of infringement.

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3. Procedure. If such a third-party claim is brought against an indemnified party (“Indemnified Party”), it shall notify the indemnifying party (“Indemnifying Party”) thereof and the Indemnifying Party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 5 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall be entitled to retain its own counsel at the expense of the Indemnifying Party if counsel to the Indemnified Party reasonably concludes that its defenses to such Indemnified Claim give rise to a conflict of interest with the Indemnifying Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all such liability on claims that are the subject matter of such proceeding.

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C. Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS REGARDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS HEREIN, BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN AND FOR DAMAGES THAT ARE CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR DIRECT DAMAGES, THE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF $250,000 OR THE MONIES PAID BY THE COMPANY TO GWS IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. EXCEPT FOR A CLAIM THAT ARISES DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND COMPLETION OF ANY SERVICES.

6. Representations and Warranties; Disclaimers

A. Authority; No Conflict. Each party represents and warrants to the other party that: (1) such party has full corporate and legal right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (2) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; (3) such party acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement; and (4) neither this Agreement nor such party’s performance of its obligations hereunder does or will conflict with or violate any law, regulation or material contract to which such party is subject.

B. The Company Warranties. The Company hereby represents and warrants to GWS that (1.) The Company owns all The Company Supplied Materials provided to GWS hereunder or has obtained all rights and permissions required to have such The Company Supplied Materials used and or distributed electronically by GWS in accordance with the terms of this Agreement without infringing on any trademark, copyright, contract, property or intellectual property rights of any third party; (2) Such use and/or distribution by GWS and GWS’ performance of the Services associated therewith will not infringe any trademark, copyright, contract, property or intelluectual property rights of any third party; (3) such The Company Supplied Materials do not contain matter which constitutes libel or defamation or and invasion of the right of

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privacy or publicity of any individual ; and (4) such The Company Supplied Materials do not contain obscene or pornographic matter.

C. GWS Services Warranty. GWS warrants that Service shall (1) be of a professional quality conforming to generally accepted industry standards, (2) be performed using the highest professional and industry standards, (3) materially perform the functions described in and materially conform to, the specifications described in Schedule A; provided however, that the Company’s sole remedy, except as set forth in a Statement of Work, for a breach of the warranties contained in clauses (1) through (3) hereof shall be the correction or performance of such services to meet such standards or requirements within twenty-four (24) hours; and (4) not violate any US or international privacy law relating to data handling, data security or the handling of data breaches or any other law relevant to the Services to be provided by GWS.

D.

Disclaimers.

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE EXPRESS WARRANTIES HEREIN, ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE OR COURSE OF PERFORMANCE NOTWITHSTANDING. THE EXPRESS WARRANTIES HEREIN ARE GIVEN SPECIFICALLY IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO AGENT OR REPRESENTATIVE OF EITHER PARTY HAS ANY AUTHORITY TO BIND SUCH PARTY TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.

7. Trademarks and Logos.

A. Use of The Company Trademark and Logos. Subject to all the terms and conditions of this Agreement and any reasonable trademark usage guidelines of The Company, The Company hereby grants GWS a non-exclusive, non-transferable royalty-free license to use The Company Marks in North America, Europe, the Middle East and Africa solely in connection with providing the Services under this agreement. “The Company Marks” shall mean solely The Company product name and logo(s) or as otherwise provided to GWS in writing. GWS hereby acknowledges and agrees that (i) the The Company Marks are owned solely by The Company, (ii) except as set forth herein, GWS has not rights, title or interest in or to The Company Marks, and (iii) all use and goodwill of The Company Marks by GWS shall inure to the benefit of The Company. GWS agrees not to apply for registration of The Company Marks (or any mark confusingly similar thereto) anywhere in the world.

B. Use of GWS Trademark and Logos. Subject to all the terms and conditions of this Agreement and any reasonable trademark usage guidelines of GWS, GWS hereby grants The Company a non-exclusive, non- transferable royalty-free license to use the GWS Marks through out the world solely in connection with this Agreement, and for the purpose of promoting the Services in marketing materials, print or on-line advertising, and for the purpose

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of identifying GWS as a supplier of The Company. “GWS Marks” shall mean solely the GWS name and logo or as otherwise provided to The Company in writing. The Company hereby acknowledges and agrees that (i) the GWS Marks are owned solely by GWS, (ii) except as set forth herein, The Company has no rights, title or interest in or to the GWS Marks, and (iii) all use and goodwill of the GWS Marks by The Company shall inure to the benefit of GWS. The Company agrees not to apply for registration of GWS Marks (or any mark confusingly similar thereto) anywhere in the world.

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8. Confidentiality; Return of Information

A.	Confidential Information. Any and all information disclosed by a party to the other party in connection with this Agreement that is conveyed in written, graphic, electronic, machine readable or other tangible form and conspicuously marked “confidential,” “proprietary” or some other manner to indicate its confidential nature and any and all information that is clearly confidential by its nature is “Confidential Information”. All Confidential Information will remain the sole property of the disclosing party. The terms and conditions of this agreement shall also be deemed to be Confidential Information.
B.	Permitted Use. Confidential information will only be used for the purposes herein by such parties’ employees and consultants with a need to know and who have executed a separate written nondisclosure agreement, or are subject to confidentiality policies, with terms at least as restrictive as those contained herein. The receiving party will use the same degree of care to avoid disclosure that they would use to maintain the confidentiality of their own information and in no case use less than a reasonable degree of care. Neither party will disclose, use, reproduce, duplicate, modify or disseminate any Confidential Information provided herein, other than as expressly permitted herein. A party’s obligation to maintain the confidentiality of the Confidential Information under this Section will survive any termination or expiration of the Agreement and will extend for one (1) year from the date of disclosure, or for so long as is required by applicable law, whichever is longer.
C.	Proprietary Rights. GWS shall retain all right, title and interest in and to any software or digital content provided or developed by GWS for purposes of providing Services, either outside or as part of this agreement unless explicitly stated below. This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, URL, domain, invention or other intellectual property right. The Company has no right to intellectual property, software, digital content or otherwise, developed by GWS or its designated contractors either outside or as part of this Agreement. Without limitation of the foregoing, GWS will not acquire any rights other than the limited use rights granted herein for the term of this Agreement. If GWS suggests new features or functionality that GWS, in its sole discretion, adopts for the Service Software, such new features or functionality will be the sole and exclusive property of GWS. The Company shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from the Products, Service Software or any related marketing materials.
D.	End User Data. End User Data, such as name, address, purchase history, is the property of The Company.

Exceptions. Neither party will have any obligation to maintain the confidentiality of Confidential Information that (i) is known to or is rightfully received from a third party prior to its receipt from disclosing party without breach of any confidence by that third party, (ii) is or has been publicly disclosed without any obligation to maintain such information in confidence; or (iii) is Information as required by governmental or judicial order, provided receiving party gives disclosing party prompt

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notice of such order, gives disclosing party reasonable opportunity to contest or modify such order at disclosing party’s sole expense, and complies with any protective order (or equivalent) imposed on such disclosure.

E.	Parties understand and agree that, because of the unique nature of the Confidential Information, each Party will suffer immediate, irreparable harm in the event that the other Party fails to comply with any of the obligations hereunder and that monetary damages will be inadequate to compensate for such breach. Accordingly, the Parties agree that, in addition to any other remedies available at law or in equity, the Party affected by the breach will be entitled to injunctive or other equitable relief to enforce the terms of this Agreement. This clause shall not apply if a Party is required to disclose the Confidential Information by law.
	9. General.
	Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the mails, postage prepaid, certified or registered, return receipt requested, and addressed to:

To
SPSS
233 S. Wacker Drive
Chicago, IL 60606
Attn: T. Schohn
To
GlobalWare Solutions
200 Ward Hill
Haverhill, MA 01835
Attn: Chief Financial Officer

a.

Independent Contractors. Neither this agreement nor any terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or as granting a franchise. Neither party will make any statements, representations or commitments of any kind or take any action binding on the other, except to the extent (if any) provided for in this Agreement.

b.

Construction. If any provision of this Agreement will be held by court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

GlobalWare Solutions, Inc.- SPSS Master Service Agreement
May 10, 2007 Page 12

c.	Assignment. This Agreement and any rights or obligations hereunder will not be assigned or delegated by contract or by operation of law with out the prior written consent of the other party, except that either party may assign all its rights and delegate all its obligations as part of a merger, reorganization or sale of all or substantially all its assets. Notwithstanding the forgoing, this Agreement will be binding upon and inure to the benefit of each party’s respective successors and lawful assigns.
d.	Governing Law. This Agreement is governed by and construed in accordance with the laws of the state of Illinois, without regard to its conflict of laws rules. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party is entitled to recover its reasonable attorney’s fees, costs and other expenses.
e.	Force Majeure. Neither party will be responsible for its failure to perform due to unforeseen circumstances or causes beyond its control such acts of God, terrorism, wars, riots, acts of civil or military authorities, embargoes, conditions incident to epidemics, fires, floods, accidents, strikes or shortages of transportation, facilities, fuel or energy. If a Force Majeure event occurs for a continuous period of thirty (30) days, Company and GWS shall have a right to terminate this Agreement or any Statement of Work without penalty.
f.	Entire Agreement. This Agreement and each of the attachments hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or communications. Neither the Agreement nor the attachments hereto may be modified except by written agreement dated subsequent to the date of this Agreement and signed by the parties’ respective duly authorized representatives. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, and all of which taken together will constitute on and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile transmission will be effective as delivery of an originally executed counterpart of this Agreement. The parties agree that if there is any conflict between the terms and conditions of this Agreement and any Statement of Work signed by the parties the Statement of Work shall supersede.

GlobalWare Solutions, Inc.- SPSS Master Service Agreement
May 10, 2007 Page 13

     IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

GlobalWare Solutions, Inc.		SPSS
By:	/s/ John P. Viliesis	By:	/s/ Terry Schohn
Name: John P. Viliesis		Name: Terry Schohn
Title: Chief Financial Officer                            5-29-07		Title: V. P. Corp Admin

GlobalWare Solution, Inc. — SPSS Master Service Agreement	Page 14
May 10, 2007

EX-10.2

Exhibit 10.2

Addendum to Globalware
Solutions Service Agreement Globalware Worldwide

Globalware Worldwide

Addendum to Globalware Solutions Service
Agreement dated May 10, 2007

Page 1 of 6

Addendum to Globalware
Solutions Service Agreement Globalware Worldwide

Addendum to Globalware Solutions Service Agreement

Table of Contents

1. Overview	3
2. Updates and Upgrades	3
3. Maintenance	3
4. Protection of SPSS Confidential and Customer Information	3
5. Modification to Globalware Solutions Service Agreement	3
6. Acceptance	3

Page 2 of 6

Addendum to Globalware
Solutions Service Agreement Globalware Worldwide

1. Overview

The following is an addendum to the ”Globalware Solutions Service Agreement” (hereinafter “Agreement”) dated May 10, 2007, governing the relationship between GlobalWare Solutions, Inc. (GWS) and SPSS Inc. (SPSS) regarding the provision of services by GWS on behalf of SPSS. This addendum is being executed pursuant to the terms and conditions of the Agreement and is intended to outline additional requirements which are considered to be ongoing and continuous for the life of the relationship between GWS and SPSS and certain modifications to the Agreement.

2. Updates and Upgrades

GWS will update, upgrade or enhance its technology systems for the SPSS account setup and operations with the scope of its technology updates provided for all GWS customers. Such updates, upgrades and enhancements will be at no additional cost to SPSS. Updates, upgrades and/or enhancements are expected to satisfy the existing SPSS account setup and operations. Should any updates, upgrades and/or enhancements impact the current SPSS account setup or operations because of SPSS required account setup and operations customizations, GWS will notify SPSS of the potential impact at least seven (7) business days in advance of the expected update, upgrade or modification and work with SPSS to determine the necessary course of action to be compliant with the update, upgrade or modification.

3. Maintenance

GWS’ platform has been designed for 24x7 operations and consequently there are no regularly scheduled maintenance windows. GWS reserves the right to schedule downtime for occasional major infrastructure improvements, such as network or database upgrades.  In scheduling these major upgrades, GWS will notify SPSS in writing at least 10 business days in advance of such an event specifying the date, time, duration, scope/nature and reason for the outage. SPSS will have two business days to respond to this notification to request that the maintenance not take place at that time and specifying an alternative date and time that would be acceptable to SPSS.

In addition, GWS will not schedule maintenance during the following SPSS defined “blackout” time periods, except in emergency situations;

• At anytime during the last 5 days of a month

• At anytime during the first 5 days of a month

• At anytime during the last 10 days of a calendar quarter

4. Protection of SPSS Confidential and Customer Information

(i). The definition of “Confidential Information” in Section 1.0 of the Agreement shall now read as follows with the inclusion of the definition of “Customer Information”:

“Confidential Information” means proprietary and other valuable information, regardless of form, communicated by one party (“Disclosing Party”) to the other party (“Receiving Party”), including, without limitation, technical information (including but not limited to information about how computer systems and networks are configured in order to interoperate which includes

Page 3 of 6

Addendum to Globalware
Solutions Service Agreement Globalware Worldwide

account ids, passwords, passcodes and encryption secrets), trade secrets, know how, specifications, financial and pricing information, market research, computer code, customer registration data, customer transaction information (including but not limited to credit card information and any other customer information collected and stored by GWS).

(ii). Section 8B of the Agreement shall be amended by adding the following at the end of such Section:

“Each party agrees to maintain documented policies and procedures describing the internal controls it has in place for purposes of protecting the other party’s Confidential Information from unauthorized disclosure, accidental destruction, or other unauthorized acts which may result in loss of possession, confidentiality, integrity or authenticity. SPSS reserves the right to perform a yearly audit of the design and operational effectiveness of GWS’ controls that protect SPSS confidential and customer Information. This includes scanning GWS’ publicly accessible servers for network, system and application vulnerabilities as well as reviewing evidence of the implementation and operational effectiveness of GWS’ policies, procedures and controls. All audits will be scheduled at least 30 days in advance, will occur at such dates and times that are mutually convenient to the parties, and will be conducted with GWS supervision, at SPSS’ sole cost and expense, by SPSS or its agents, and in a manner that does not unreasonably interfere with GWS’s business and operations.”

(iii) The following additional requirements shall be added as a new Section 8F to the Agreement:

“8F Implementation Safeguards and Procedures:

1. GWS shall minimally implement the following data transmission controls to protect SPSS Confidential Information:

i.	Prevent the transmission of unencrypted SPSS Confidential Information over the Internet to SPSS.
ii.	Prevent the transfer of information about a customer and their transaction to any entity other than the customer, SPSS, or the “merchant bank(s) or payment processor(s)” associated with the transaction.
iii.	Prevent the transmission of regulated customer information (e.g., charge card and account numbers) that is unencrypted over the Internet.

2.

GWS shall notify SPSS of any real or potential security compromise or breach that impacts the security or protection of SPSS Confidential or Customer Information. GWS shall notify SPSS within 4 hours of learning of such a breach. GWS shall not provide direct notification of any potential or real breach to SPSS customers (i.e., customer notification is SPSS’ obligation) or any other third-party without SPSS’ written permission.

3.

GWS shall provide evidence that it is taking reasonable steps to effectively manage risks to SPSS Confidential Information by doing the following:

a.	Providing an independent auditor’s yearly assessment (e.g., SAS-70 Type-II report) of the design and operating effectiveness of GWS’ internal IT controls to SPSS.
b.	Maintaining certified Safe Harbor status with the United States Department of Commerce throughout the life of this Agreement.
c.	Maintaining Payment Card Industry (PCI) Data Security Standard (DSS) compliance throughout the life of this Agreement.

Page 4 of 6

Addendum to Globalware
Solutions Service Agreement Globalware Worldwide

d.	Abiding by the Standards for Safeguarding Customer Information” (16 CFR Part 314) as issued by the Federal Trade Commission as required by section 501(b) of the Gramm-Leach-Bliley Act of 1999 (“GLBA”).
e.	Abiding by the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
f.	Abiding by SPSS’ Privacy Policy (http://www.spss.com/privacy.htm) as portions pertain to GWS as a service provider to SPSS.
g.	Abiding by any other applicable data privacy law or regulation that is in existence now or becomes in existence during the term of this Agreement that is applicable to the Confidential Information provided hereunder.
h.	Notify SPSS of any potential or real deficiency, significant deficiency or material weakness in GWS’ internal controls that could impact the protection of SPSS Confidential and Customer information within 24 hours of discovering the control weakness or deficiency.”

5. Modification to Globalware Solutions Service Agreement

The second sentence of Section 5 C shall be modified and now read as follows:

EXCEPT FOR A CLAIM THAT ARISES DUE TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER,IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND COMPLETION OF ANY SERVICES.

Page 5 of 6

Addendum to Globalware
Solutions Service Agreement Globalware Worldwide

6. Acceptance

Besides the changes and additions set forth above all other terms and conditions in the Agreement shall remain unchanged and in effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective dually authorized officers or representatives as of the Effective Date, which is defined as the date that the last party signs.

SPSS:	GWS:
SPSS Inc.	GlobalWare Solutions, Inc.
233 S. Wacker Drive, 11th floor,	200 Ward Hill Ave
Chicago, Illinois 60606	Haverhill, MA 01835
Signed and Agreed By:	Signed and Agreed by:

/s/ Raymond H. Panza	April 7, 2008	/s/ John P. Viliesis	3-28-08
(Signature)	(Date)	(Signature)	(Date)
Raymond H. Panza	EVP & CFO	John P. Viliesis	CFO
(Name)	(Title)	(Name)	(Title)

Page 6 of 6

EX-10.3

Exhibit 10.3

Addendum2 to Globalware
Solutions Service Agreement Globalware Worldwide

Globalware Worldwide

Addendum2 to Globalware Solutions Service
Agreement dated May 10, 2007

Page 1 of 4

Addendum2 to Globalware
Solutions Service Agreement Globalware Worldwide

Addendum2 to Globalware Solutions Service Agreement

Table of Contents

1. Overview	3
2. Account Management Fees	3
3. SKU Pricing	3
4. Price Increases	3
5. Acceptance	4

Page 2 of 4

Addendum2 to Globalware
Solutions Service Agreement Globalware Worldwide

1. Overview

The following is an addendum to the “Globalware Solutions Service Agreement” (hereinafter “Agreement”) dated May 10, 2007, governing the relationship between GlobalWare Solutions, Inc. (GWS) and SPSS Inc. (SPSS) regarding the provision of services by GWS on behalf of SPSS. This addendum is being executed pursuant to the terms and conditions of the Agreement and is intended to outline additional requirements which are considered to be ongoing and continuous for the life of the relationship between GWS and SPSS and certain modifications to the Agreement.

2. Account Management Fees

Account Management Fees are to be calculated based on Full Time Equivalent (FTE) employees working on the SPSS account consolidated across all services (i.e., Trialware, PFD, ESD, and Web Store) provided by GWS to SPSS. The amount of FTEs should be mutually agreed upon in writing by both parties in advance of any month where charges will be incurred. Account management fees will be charged by GWS to SPSS according to the following table:

Location:	Haverhill		Amsterdam	Singapore
Monthly Management Fee Per FTE Account Manager	$	5,000.00	€3,950.00	$	3,500.00

3. SKU Pricing

ITEM	1 to 9	10 to 19	20 or more
Adding SKU	$470	$275	$235
Modifying SKU	$260	$165	$130
Deleting SKU	No Charge	No Charge	No Charge

Note that these charges are incurred for setup of SKUs in GWS’ Power Access System for ultimate viewing by an SPSS customer in their Asset Management Portal (AMP), above and beyond the SKU setup for ESD initiation in accordance to the SOW governing that implementation. The effort, and therefore the charges, to setup these products is the same whether the products are to be fulfilled physically or electronically.

4. Price Increases

The prices set forth above cannot be changed during the Initial Term of this Statement of Work. Thereafter, the pricing can be increased prior to each renewal term by no more than five (5) percent over the prior year’s prices.

Page 3 of 4

Addendum2 to Globalware
Solutions Service Agreement Globalware Worldwide

5. Acceptance

Besides the changes and additions set forth above all other terms and conditions in the Agreement shall remain unchanged and in effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective dually authorized officers or representatives as of the Effective Date, which is defined as the date that the last party signs.

SPSS:	GWS:
SPSS Inc.	GlobalWare Solutions, Inc.
233 S. Wacker Drive, 11th floor,	200 Ward Hill Ave
Chicago, Illinois 60606	Haverhill, MA 01835

Signed and Agreed By:		Signed and Agreed By:
/s/ Raymond H. Panza	April 7, 2008	/s/ John P. Viliesis	3-28-08
(Signature)	(Date)	(Signature)	(Date)
Raymond H. Panza	EVP & CFO	John P. Viliesis	CFO
(Name)	(Title)	(Name)	(Title)

Page 4 of 4

EX-10.4

Exhibit 10.4

Statement of Work
  Globalware PFD Housting

SPSS — Globalware Physical Fulfillment and Delivery Hosting Agreement

Statement of Work

Page 1of 16

Statement of Work
  Globalware PFD Housting

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	4
3. Definitions	4
4. Scope of Services & Service Level Agreements	4
4.1 Supply Management	4
4.2 Inventory Management	5
4.3 Physical Order Details	6
4.4 Returns and Return Material Authorization (RMA)	6
4.5 Reports, Automated Files & Emails, Tracking	7
4.6 Hours of Operation	8
4.7 Incident Reporting and Handling	8
5. Training	9
6. Backup Copies	9
8. Assumptions, Pre-requisites and Dependencies	9
9. Service Level Remedies	9
10. Roles and Responsibilities	11
10.1 Client Team Management — GWS	11
10.2 Account Management — GWS & SPSS	12
10.3 Resources	12
10.4 Meetings	13
11. Pricing, Commitment & Invoicing	13
11.1 Invoicing	13
11.2 Physical Fulfilment and Distribution Pricing	14
12. Acceptance	16

Page 2 of 16

Statement of Work
  Globalware PFD Housting

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

Statement of Work
  Globalware PFD Housting

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

§	SPSS will provide forecasts for new products to be released for each GWS location
§	SPSS will provide forecasts for existing products based on rolling forecasts and against historical reports and current inventory
§	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

Statement of Work
  Globalware PFD Housting

4.1.2 Product Lead Times from “Manufacturing Ready”

Item	North America	EMEA	Singapore
1. GWS Conventional Print & Media Components	5 to 10 Business Days	5 to 10 Business Days	5 to 10 Business Days
2. GWS Short Run Demand Print & Media	3 to 5 Business Days	3 to 5 Business Days	3 to 5 Business Days
3. GWS Sourced Packaging1	10 to 15 Business Days	10 to 15 Business Days	10 to 15 Business Days
4. SPSS 3rd Party Components2	As scheduled and tracked by GWS AM	As scheduled and tracked by GWS AM	As scheduled and tracked by GWS AM
5. GWS Finished Goods Assembly Ready Components	Additional 1 to 2 Business Days from the days set forth in 1, 2, 3 and 4 above.	Additional 1 to 2 Business Days from the days set forth in 1, 2, 3 and 4 above.	Additional 1 to 2 Business Days from the days set forth in 1, 2, 3 and 4 above.
6. GWS Finished Goods Inventory Available for Order Fulfilment	Next Business Day from Assembly	Next Business Day from Assembly	Next Business Day from Assembly

1	GWS Sourced Packaging is defined as components obtained by GWS from third parties on behalf of SPSS for fulfillment.
2	SPSS 3rd 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:

§	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.
§	CD Replication — GWS will manufacture CD’s on behalf of SPSS Inc. utilizing the guidelines provided by SPSS.
§	Warehousing — GWS inventory is warehoused on pallets on site.
§	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.
§	Kitting — SPSS will utilize GWS to assemble and box together multiple products which make up a kit.
§	Inventory and Product Availability — GWS will follow SPSS guidelines related to making new products and inventory available for shipment to our customers, distributors or another SPSS warehouse facility.
§	Pick Accuracy Rate — GWS will handle the preparation required for compiling all of the products, labels, etc. required to fulfill any given order. SPSS requires a commitment to the accuracy levels for ensuring the customer receives what was depicted on the order.
§	Inventory Dedication — GWS inventory is dedicated per agreement for system-to-system orders or web-store.

Page 5 of 16

Statement of Work
  Globalware PFD Housting

§ GlobalView — GWS component and Finished Goods inventory can be viewed in GlobalView.

4.3 Physical Order Details

4.3.1 Order Fulfilment

§	SPSS systemic feeds of order batch files will be sent and processed at scheduled intervals.
§	SPSS can enter orders manually into GlobalView.
§	Orders received Monday to Friday are processed and fulfilled same day for stocked Finished Goods according to the table in section 4.6 below.
§	Order fulfilment can be arranged for other hours or days as required, but must be planned in advance with reasonable amount of notice and carrier availability.
§	GWS generates pick lists, packing slips, demand print License Authorization Code letters, and shipping labels according to SPSS specification.
§	GWS will use shipping carriers as specified on orders received from SPSS. GWS accounts to be used.
§	Requests for orders to be expedited, changed or cancelled will be accommodated whenever possible
§	Export shipments require a SPSS signed Power of Attorney Form (on file at GWS)
§	Export orders are processed through:

o North America: US Government MK Denial’s Denied/ Restricted Parties List

o EMEA: US Government MK Denial’s Denied/ Restricted Parties List

o Singapore: US Government MK Denial’s Denied/ Restricted Parties List

§	SPSS will track any aspect of order status and customize reports in GV
§	GWS will notify SPSS of undeliverable orders

4.4 Returns and Return Material Authorization (RMA)

4.4.1 General Returns

§	GWS will receive returns at the locations in the below table — Attn: SPSS Returns
§	GWS inspects material for external condition and contacts SPSS for disposition including the handling of serial numbers and LACs and moves material accordingly

4.4.2 RMA

§	RMA is received at the locations in the below table — Attn: SPSS RMA
§	GWS inspects material for external condition and handles material according to RMA instructions
§	GWS or SPSS can enter and process RMA in GV which includes instructions for disposition

4.4.3 Return Locations

North America	Globalware Solutions, 200 ward Hill Ave, Haverhill, MA 01835
EMEA	Globalware Solutions, European Manufacturing & Distribution Center Parellaan 70,2132 WS HOOFDDORPThe Netherlands
Singapore	Globalware Solutions, 9 Changi South Street 3 #0707 Singapore 486361

Page 6 of 16

Statement of Work
  Globalware PFD Housting

4.5 Reports, Automated Files & Emails, Tracking

It is expected that the following reports will be available/provided to SPSS:

Report(s)	Type / Source	Intended Audience	Frequency
SPSS Usage by Month	GWS GlobalView	Fulfilment & Distribution	Monthly
SPSS Daily Reorder Point	GWS GlobalView	Fulfilment & Distribution	Daily
SPSS Review Reorder Points Set	GWS GlobalView	Fulfilment & Distribution	Ad-hoc
SPSS Component Inventory	GWS GlobalView	Fulfilment & Distribution	Ad-hoc
SPSS-Finished Goods Inventory	GWS GlobalView	Fulfilment & Distribution	Ad-hoc
Order Receipt File	GWS Automated System File	Oracle Log File	Every 5 minutes — 24X7
Error Holds, Ship Date Holds, Export Holds, Inventory Holds	GWS GlobalView	Order Management Fulfilment & Distribution	Ad-hoc
Ship Confirm File	GWS Automated System File	Oracle Order Mgmt Module	Twice per day
Order Confirmation	Automated Email	SPSS Customer	Ad-hoc
Order Tracking	GWS GlobalView	Sales, Order Management Fulfilment & Dist Customer Service	Ad-hoc
RMA	GWS GlobalView	Customer Service	Ad-hoc
Address Correction Report	GWS Email	Fulfilment & Distribution	Monthly
Shipping Affidavits	GWS Email	Fulfilment & Distribution	Monthly/Quarterly
Invoices	GWS Email & USPS	Fulfilment & Distribution	Monthly — by the 5th day
Re-order point	GWS GlobalView	Fulfilment & Distribution	Bi-Weekly
Re-order point flag	GWS GlobalView	Fulfilment & Distribution	Daily
Inventory Reports	GWS GlobalView	Accounting Fulfilment & Distribution	Weekly/Monthly

Page 7 of 16

Statement of Work
  Globalware PFD Housting

All reports are for standard reporting available within GWS reporting systems. Any customization requested by SPSS will be quoted via a statement of revision.

4.6 Hours of Operation

		Hours of
		Operation	Hours of	Hours of
Order and Account	Days of	North	Operation	Operation	Response
Inquiries	Operation	America	EMEA	Singapore	Time
Daily	Monday — Friday	8am — 5 pm CST	8am — 6pm CET	8 am — 6pm SGT	Acknowledgement Within 1 hours of notification
Last Business Day of Month	Monday — Friday	8am — 9pm CST	8am CET — until instructed to stop.	8am SGT- until instructed to stop.	Within 1 hour of notification
Last Business Day of Quarter	Monday — Friday	8am — 12am CST	8am CET — until instructed to stop.	8am SGT- until instructed to stop.	Within 1 hour of notification
Last Day of the Quarter (If falls on Saturday)	Saturday	8am — 12pm CST	n/a	n/a	Within 1 hour of notification
Last Week of the Quarter	Monday — Friday	8am — 5pm cst	8am — 6pm CET	8am — 6pm SGT	Within 1 hour of notification
Fulfilment	Days of Operation	Orders Received by	Orders Received by	Orders Received by	Shipping Date
Daily	Monday — Friday	2:00pm CST	2:00pm CET	2:00pm SGT	Same Day
Last Business Day of Month	Monday — Friday	8:00pm CST	8:00pm CET	8:00pm SGT	Same Day
Last Business Day of Quarter	Monday — Friday	9:30pm CST	9:30pm CET	9:30pm SGT	Same Day
Last Day of the Quarter (If falls on Saturday)	Saturday	11:00am CST	11:00amCET	11:00am SGT	Same Day

4.7 Incident Reporting and Handling

SPSS’ responsibilities will include:

§	Identify and report issues via phone and/or email
§	Provide sufficient detail to facilitate GWS in responding to order inquiry and account management questions
§	Determine priority/severity of the request
§	Review system access lists, and validate with GWS the SPSS staff that have been approved to make order inquiries and account changes

Page 8 of 16

Statement of Work
  Globalware PFD Housting

     GWS’ responsibilities will include:

§	Log call/email – open order inquiry/incident
§	Diagnose, research and resolve issue
§	Coordinate & communicate status with SPSS
§	Coordinate closure of the inquiry/incident

5.	Training
	GWS will provide training to the designated SPSS employees on the systems used for PFD processes which include GlobalView and Data Share.
6.	Backup Copies
	GWS will make daily incremental and weekly full backups of all systems that house SPSS related information. GWS will twice weekly, including the full backup, store backups offsite in a secure facility. All backups should be retained for at least one year. In the event that the parties agree that a disaster has occurred (e.g., in the event the Network crashes), GWS will provide point-in-time recovery to the last backup of the SPSS related information. This point-in-time recovery will generally be accomplished in less than 6 hours. GWS will make best efforts to ensure that this point-in-time recovery does not take more than 72 hours in the case of a catastrophic event. Back-up procedures entail storage of SPSS customer data and therefore GWS and SPSS are responsible for handling of customer data as specified in the Agreement. SPSS customer information should only be used to facilitate the obligations under this Statement of Work.
7.	Professional Services
	During the term of this Statement of Work, SPSS and GWS may determine that an SPSS request falls outside the terms and conditions of this Statement of Work. Should this be the case, SPSS and GWS will mutually develop a Statement of Work in support of the necessary services, including any necessary additional costs.
8.	Assumptions, Pre-requisites and Dependencies
	The ability to execute the ongoing requirements of Physical Fulfilment and Delivery will be dependent upon the successful implementation of the Physical Fulfilment and Delivery setup project, described in a separate, mutually agreed upon SOW.
9.	Service Level Remedies
	The remedies set forth below are SPSS’ sole and exclusive remedies, and GWS’ sole and exclusive liability, for interruption of the PFD Service.

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Statement of Work
  Globalware PFD Housting

9.1 Order Processing SLAs

Subject to Section 9.2 below, GWS agrees to provide credits as and in the amounts described below (“Credits”) if it fails to meet either of the following order processing service level commitments (the “SLA Commitments”) with respect to any Valid Order (defined below).

On Time Delivery Commitment: All Valid Orders received into the GSW Power Access system by the applicable time for the region (as set forth in Section 4.6 ”Hours of Operation”) on or before the last business day of a given calendar month (the “Order Cutoff Day”) will be delivered to an appropriate third party for shipment on or before the end of the applicable Order Cutoff Day (the “Shipping Cutoff Time”).

For measurement purposes, should GWS be unable to accept Valid Orders due to GWS error, then the Log File date/time stamp when the first attempt to send the order file to the GWS FTP site was made, will take precedence over the date/time stamp of the receipt of the order in Power Access.

Order Fulfillment Accuracy Commitment: All Valid Orders will be directed to the applicable ship to address and contain the quantity and type of products specified in the applicable order. Any Valid orders not meeting these criteria will be considered unfulfilled orders, and therefore subject to the penalties below.

For the purpose of calculating credits due to SPSS from GWS below, a region pertains to the specific GWS Fulfillment Center that may be at fault for an unfulfilled order, and the revenue generated by that Center in fulfillment of SPSS orders.

A.	Monthly Fulfillment: On a calendar monthly basis, GWS will grant to SPSS a Credit for each Valid Order that GWS failed to fulfill by the applicable Shipping Cutoff Time in accordance with the SLA Commitments for the applicable region in which such failure occurred. The amount of such Credit with respect to each such unfulfilled order will be equal to 1% of the monthly fulfillment revenue from the region the violation occurred payable to GWS in connection with that unfulfilled order, provided that, in no event shall the aggregate amount of Credits granted to SPSS in accordance with this Section 9.1(A) with respect to any calendar month exceed 30% of the monthly regional fulfillment revenues actually paid to GWS by SPSS with respect to that calendar month.
B.	End of Quarter Fulfillment: Notwithstanding the foregoing, in the event that GWS is required to grant to SPSS a Credit under Section 9.1(A) above with respect to any calendar month that is the last calendar month of a given calendar quarter, then in lieu of the Credit required under 9.1(A) above, GWS shall grant to SPSS a Credit with respect to each such unfulfilled order equal to 2% of the monthly fulfillment revenue from the region the violation occurred payable to GWS in connection with that unfulfilled order ; provided that, in no event shall the aggregate amount of Credits granted to SPSS in accordance with this Section 9.1(B) with respect to any calendar month exceed 50% of the regional monthly fulfillment revenues actually paid to GWS by SPSS with respect to that calendar month.
C.	The amount of each Credit shall be calculated by GWS and sent to SPSS for approval within thirty (30) days from the close of the applicable calendar month with respect to which such Credits are due. If the Credit is reasonably approved by SPSS, GWS shall apply the Credit to the next months invoice. If this Statement of Work or the Agreement is terminated and SPSS cannot utilize the Credit, then GWS shall send SPSS payment in the amount of the Credit within thirty (30) days from the date SPSS approves the Credit.

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9.2 Conditions of Credits: The parties acknowledge and agree that:

SPSS will provide GWS with up to date forecasts of order volumes for the last day of every month and every quarter, in order for GWS to provide the appropriate staffing. No credits to SPSS will be applicable for orders exceeding the forecast plus ten (10) percent that fail to meet the above Service Level.

A. Credits will be granted only with respect to Valid Orders. A “Valid Order” is an order that meets all of GWS’s standard minimum order processing requirements, including the following:

• Placed through Power Access systemically

• Orders received into Power Access by agreed cut off time.

• Includes valid ship to address

• Contains no exceptions or Invalid Order fields

• Product must be in stock

• Product must be set up in the GWS system.

• An Auth Codes must be at least 20 characters

• An Auth Codes must be no longer than 40 characters

• When using the carrier OTHER / CHECK SERVICE the method of shipment must be listed in the notes field.

• An invalid order is any order that is rejected by PA due to the fault of SPSS, and has an error code sent back to SPSS or an order that makes it through the system and is identified as an invalid order and SPSS is notified of the reason it is invalid. This includes all current and future exceptions mutually agreed upon by both parties as being invalid orders.

B.	GWS will not be liable to SPSS to provide any Credit for any delay or failure to meet a service level if GWS’ failure is exclusively due to an act, omission, error or failure to perform by SPSS or (ii) an event described in Section 9(e) of the Agreement shall occur.
C.	If the Credit caps set forth in A and B above are met in two (2) months over any twelve (12) month period, SPSS may terminate this Statement of Work without penalty on sixty (60) day prior written notice to GWS. SPSS shall have a right to provide such notice anytime over a ninety (90) day period after the Credit cap is met for the second time in the twelve month period.

10. Roles and Responsibilities

     10.1 Client Team Management — GWS

§	Implements SOW, manages change, and integrates services for new requirements
§	Identifies and aligns internal GWS resources by location globally and departments as required to support current or requirements
§	Identifies Account Manager (AM) requirements globally and coordinates team dedicated to SPSS
§	Identifies lines of communication and paths of escalation internally and with SPSS
§	Establishes and maintain program for Continuous Improvement
§	Coordinates special projects (i.e SPSS Prentice Hall) or events (i.e.SPSS EOQ)
§	Coordinates Quarterly Business Reviews (QBR) to measure performance and improve business relationship

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§ Serves as escalation point from Account Manager and/ or SPSS to Director of Client Services and Quality Assurance

     10.2 Account Management – GWS & SPSS

Account Management is the method by which SPSS and GWS interact on an operational basis. This sets the stage for what’s expected of both parties to ensure that the lines of communication are always open and methods for communicating with one another have been fully defined and agreed upon. SPSS requires that GWS is available to answer order and account inquiry questions, and to report problems that SPSS may be experiencing via phone and/or email. In general, it is expected that Account Management from GWS and SPSS account for the following:

§	Ensure there is consistent contact and communication about relationship and any special needs for escalation and/or system alerts
§	Ensures that service levels of SOW are being maintained
§	Financial management to ensure ongoing fees and invoices are accurate and any additional work is scoped and accounted for
§	Specifically, SPSS will be required to:

o Participate in meetings

o Provide information on up-coming releases or any activities that will have an impact to the SPSS / GWS relationship

o Identify improvement opportunities

o Ensure quarterly score carding

o Follow-up on SPSS action items for closure

§ Specifically, GWS will be required to:

o Coordinate and enable SPSS to perform system availability reviews

o Identify improvement opportunities

o Coordinate and distribute materials for formal meetings

o Follow-up on GWS action items for closure

o Identification of any GWS major changes (Systems, organizational, etc.) that could have an impact on the SPSS / GWS relationship

o Perform review of access controls

     10.3 Resources

The following resources are those identified as critical to the daily activities and monitoring of the services provided. Additional SPSS and GWS resources may be incorporated in necessary discussions as necessary on a periodic basis.

Resource Group	Member	Key Responsibilities
Vendor Manager – SPSS	Terry Schohn Vice President, Corporate Administration	Represent SPSS in managing the on-going relationship with GWS
Account Manager	Jerry Alexander	Represent GWS in managing the ongoing relationship and general account management activities with SPSS
Service Level Managers	North America: Diana Davis	Represent SPSS in monitoring contractual service levels. Accountable to SPSS customers to maintain level of service in their respective regions.

EMEA:
Jaap Jongejans

Singapore:

Rob Godfrey

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     10.4 Meetings

     It is expected that Account Management meetings will occur for the following areas:

Meetings	Frequency	Meeting Content
Vendor Management Meetings	Bi-Weekly – 2nd and 4th Tuesday of each month
		New Product Releases Issues, etc
Business Review Meetings	Quarterly- 2nd	§    Quarterly Vendor Score Card and Service Level reviews
	Tuesday of each	§    Inventory Reviews
	quarter	§    SPSS Physical Fulfillment & Distribution Improvement opportunities
		§    Review GWS access lists for GlobalView and CSTools provided by SPSS
		§    Discuss Upcoming Changes
Adhoc Meetings	As Needed	Address issues that require immediate attention

11. Pricing, Commitment & Invoicing

     11.1 Invoicing

§	GWS AM will track costs according to contracted fees for goods and services.
§	GWS AM will manage POs and will create system sales orders and monitor invoice process.
§	GWS Finance will generate invoices for goods on an ongoing basis.
§	GWS Finance will generate an invoice for services on a monthly basis.
§	Invoicing and payment terms are stated in Section 3. Compensation within the Agreement.
§	GWS will bill for components as the components are stocked.

§

Invoices for North America operations should be sent electronically by the 5th business day of every month, later to be followed by a hard copy sent to the SPSS Headquarters in Chicago.  Invoices should reflect all orders for North America for the billing cycle including the costs per order split into material costs, freight costs, order processing costs, same day costs and the invoice total. All invoices for North America should be billed in US Dollars.

§

Invoices for EMEA operations should be sent to the appropriate SPSS controllers by the 5th of every month, later to be followed by a hard copy sent to their individual offices. Each office should receive 2 files via email and 1 hard copy via mail. The 1st file contains all orders for the

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	billing period and respective office including the costs per order split into material costs, freight costs, order processing costs, same day costs and the invoice total. The 2nd file is a copy of a sign off sheet with the summary of all offices and the totals. A copy of all invoices for the offices should be submitted to the Fulfillment Manager both electronically and hard copies. All Invoices for EMEA should be billed in Euros.
§	Invoices for Singapore operations should be sent to the appropriate SPSS controllers by the 5th of every month, later to be followed by a hard copy sent to their individual offices. Each office should receive 2 files via email and 1 hard copy via mail. The 1st file contains all orders for the billing period and respective office including the costs per order split into material costs, freight costs, order processing costs, same day costs and the invoice total. The 2nd file is a copy of a sign off sheet with the summary of all offices and the totals. A copy of all invoices for the offices should be submitted to the Fulfillment Manager both electronically and hard copies. All Invoices for Singapore should be billed in US Dollars.
§	Separate Invoices will be prepared and delivered by GWS for Purchase Orders submitted by SPSS for items including but not limited to printed materials, CD duplication, and printing of manuals. These invoices must reference the appropriate SPSS PO number and are distinct from the monthly detail invoice for order processing and account management.

     11.2 Physical Fulfilment and Distribution Pricing

PFD Pricing	HAVERHILL		AMSTERDAM		SINGAPORE
Order Processing (Order Feed)
Order Process Fee — first of each part number	$	1.95	€1.75		$	1.45
Pick Process Fee — per each additional item	$	0.25	€0.20		$	0.15
License Fee — per license (auth code) print and insertion	$	0.25	€0.20		$	0.20
Pack Charge — per shipment/carton, included in Order Process Fee		—		—		—
Bulk Order Process Fee — each part number item	$	1.95	€1.75		$	1.45
Bulk Order Carton Fee — pick, pack, label per carton	$	4.00	€4.50		$	3.00
Standard International Paperwork	$	4.00	€2.75		$	3.50
Additional International Shipment Process/ Paperwork	Per Requirement		Per Requirement		Per Requirement
Palletizing Fee — per pallet	$	18.00	€12.50		$	25.00
Rush Order Fee — received after cut-off per order1	$	25.00	€25.00		$	20.00
Order Cancellation Fee — before order release per order	$	8.00	€6.00		$	6.00
Special Handling Fee – cancel after order release; change/ edit order post feed transmittal per order	$	25.00	€25.00		$	20.00
Outbound Freight — per GWS carriers and rates		—		—		—
GWS Inter-facility Inventory transfer fee – for GWS manufactured goods; freight and packaging fees apply to SPSS supplied material	No Charge		No Charge		No Charge
RMA (Return Material Authorization)
Standard Return Process Fee — not recommended in Singapore	$	8.00	€6.00		$	6.00
Receive, Inspect, Restock — per unit	$	3.10	€3.40		$	2.50
Warehousing & Inventory Management
Warehouse Services — by quotation per hour	$	37.00	€35.00		$	20.00
Receiving Charge — receive, inspect and stock customer supplied material of a single part per pallet	$	15.00	€15.00		$	10.00
Receiving Charge — receive, inspect and stock customer supplied material in cartons per part	$	5.00	€5.00		$	3.00

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PFD Pricing	HAVERHILL		AMSTERDAM		SINGAPORE
			€14.00 EU Size
Pallet Charge — per pallet/ location	$	16.00	€22.00 US Size		$14.00 M3 Size
Cycle Count Inventory — included in pallet charge		—		—		—
Inventory Transaction Updates — per hour	$	37.00	€35.00		$	20.00
Stock Disposition — restock, recycle or destroy by quotation	$	37.00	€35.00		$	20.00
Standard Reports — included in GlobalView Service Fee		—		—		—
Miscellaneous Services
Additional Services — EOQ, overtime activity, misc. projects, etc.	By Quotation		By Quotation		By Quotation
Customized Services — new process, IT and/ or PowerAccess development; quotation per hour	$	150.00		—		—
GlobalView™
Service Fee — monthly hosting and support per month per facility	$	2,500.00	$	2,500.00	$	2,500.00
Up to 10 users — with global access to all sites included in Service Fee		—		—		—
Additional Global Users – monthly flat fee for additional and unlimited number of users	$	2,500.00		—		—
User Set Up Fee – Each User	$	75.00

¹ Orders are only considered ‘Rush’ if they are fulfilled on the same day at the explicit request of SPSS and occur after the cutoff times identified in section 4.6 of this document.

The prices set forth above cannot be changed during the Initial Term of this Statement of Work. Thereafter, the pricing can be increased prior to each renewal term by no more than five (5) percent over the prior year’s prices.

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12. Acceptance

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective dually authorized officers or representatives as of the Effective Date, which is defined as the date that the last party signs.

SPSS:		GWS:
SPSS Inc.		GlobalWare Solutions, Inc.
233 S. Wacker Drive, 11th floor,		200 Ward Hill Ave
Chicago, Illinois 60606		Haverhill, MA 01835
Signed and Agreed By:		Signed and Agreed by:
/s/ Raymond H. Panza	April 7, 2008	/s/ John P. Viliesis	3-28-08
(Signature)	(Date)	(Signature)	(Date)
Raymond H. Panza	EVP & CFO	John P. Viliesis	CFO
(Name)	(Title)	(Name)	(Title)

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EX-10.5

Exhibit 10.5

Statement of Work
  Globalware ESD Hosting

SPSS — Globalware Electronic Software Delivery Hosting Agreement

Statement of Work

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Statement of Work
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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

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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

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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 on the GWS website.

4.1 Support Services

During the term, GWS will provide Support Services to the SPSS Named Administrative Users, which include the services described below. GWS will provide customer support based upon the following;

• For “priority 1” issues, which are defined and considered to be issues preventing use of the system and/or a breach of information security or customer data privacy.:

• During the GWS business operations hours Monday — Friday, 9:00 AM - 5:00 PM Pacific Standard Time (PST), SPSS may contact GWS by pager with GWS acknowledgement of receipt and request within 15 minutes.

• Outside of the Monday — Friday, 9:00 AM — 5:00 PM PST, SPSS may contact GWS by pager with GWS acknowledgement of receipt and request within 60 minutes,

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• For “priority 2” issues, which are defined and considered to be degradation of service and/or performance:

• Phone and email support Monday — Friday, 9:00 AM to 5:00 PM PST with GWS acknowledgement of receipt and request within 60 minutes,

• For non priority 1 and 2 issues:

• Phone and email support Monday — Friday, 9:00 AM to 5:00 PM PST with GWS acknowledgement of receipt and request by next business day,

4.2 Training

As part of the ongoing Account Management services/support, GWS will provide Named Administrative Users introductory training services or instructions as appropriate with respect to the basic use, features, and ongoing management of the Electronic Software Delivery Hosting Service. Basic use, features and ongoing management instructions or training as appropriate includes:

• Adding new SKU’s

• Updating exiting SKU’s

• Removing existing SKU’s

SPSS will complete a GWS “Statement of Revision” form to account for any of the above changes enabling proper tracking/accounting of necessary changes. Any training required outside of the above items is considered to be outside the terms and conditions of this Statement of Work and therefore will require professional services at an additional fee with a separate Statement of Work between SPSS and GWS.

4.3 Backup Copies

GWS will make daily incremental and weekly full backups of SPSS’ data associated with the Electronic Software Delivery Hosting Service, including the SPSS Software, for the purpose of creating backup copies of SPSS’ data (the “Backup Copy”) for disaster recovery or other purposes. Current backup copies will be maintained both onsite and offsite of the primary GWS data center, which services SPSS’ ESD function. Backup copies will be retained for a minimum of one (1) year. In the event that GWS declares a disaster . GWS will provide point-in-time recovery to the last backup of the Electronic Software Delivery Hosting Service. This point-in-time recovery will generally be accomplished in less than 4 hours. GWS will make best efforts to ensure that this point-in-time recovery does not take more than 72 hours in the case of a catastrophic event. Back-up procedures entail storage of SPSS customer data and therefore GWS and SPSS are responsible for handling of customer data

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as specified in Section 8 of the Agreement signed May 10, 2007. SPSS customer information should only be used to facilitate the obligations under this Statement of Work.

4.4 Professional Services

During the term of this Statement of Work, SPSS and GWS may determine that an SPSS request falls outside the terms and conditions of this Statement of Work. Should this be the case, SPSS and GWS will mutually develop a Statement of Work in support of the necessary services, including any necessary additional costs.

4.5 Account Management

The SPSS and GWS Vendor Relationship Managers (refer to section 7) are expected to be mutually involved in ongoing management of the account. The Vendor Managers will facilitate meetings and/or email communications as needed, but no less than once per calendar quarter, to address the following topics:

• Performance issues

• Scheduled outages of Electronic Software Delivery Hosting Service

• Anticipated changes in service levels

• Commitment level changes

• Personal services requirements

• Other periodic and germane topics

4.6 Reports, Automated Files & Emails, Tracking

It is expected that the following reports will be provided to SPSS:

Report(s)	Type / Source	Intended Audience	Frequency
SPSS down load Usage by Month	OLRM	SPSS Vendor Manager	Monthly
Ship Confirm File	GWS Automated System File	SPSS Order Management	Ad-hoc
Order Notification & Confirmation	Power Acess generates an automated Email	SPSS Customer	Ad-hoc
Order Tracking	View entire order OLRM	SPSS Customer Service	Ad-hoc
	CSTOOLs allow SPSS Customer Service to interact with Power Access.
Revenue Recognition Report	OLRM	SPSS Fulfilment & Distribution	Monthly/Quarterly
Invoices	Email and USPS	SPSS Vendor Manager	Monthly — by the 5th day

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All reports are for standard reporting available within GWS reporting systems. Any customization requested by SPSS will be quoted via a statement of revision.

5. Assumptions, Pre-requisites and Dependencies

• The ability to host SPSS’ Electronic Software Delivery will be dependent upon the successful implementation of the Electronic Software Delivery setup project, described in a separate, mutually agreed upon Statement of Work.

• SPSS will work with GWS to ensure access to relevant data and resources is made available as necessary to the success of project operations.

6. Service Level Remedies

6.1 The Electronic Software Delivery Service provided by GWS hereunder will not be down for more than one (1) hour per calendar month (“Service Level”).

The following items shall not be considered in determining whether GWS meets the Service Level

a)	scheduled maintenance windows and
b)	an Event of Force Majeure, as provided in the Agreement
c)	issues associated with SPSS-provided or SPSS-leased local area networks or ISP connections;
d)	SPSS’ use of unapproved or modified hardware or software with the Electronic Software Delivery Hosting Service; and
e)	issues arising from the misuse of the Electronic Software Delivery Hosting Service by SPSS, its employees, agents, customers, and/or contractors and
f)	issues with national Internet authorities, 3rd-party ISPs or Internet backbone providers having no business relationship with GWS for purposes of providing this Electronic Software Delivery Hosting Service, or the Internet in general, that are beyond the GWS’ control.

6.2 The remedies set forth below are SPSS’ sole and exclusive remedies, and GWS’ sole and exclusive liability, for interruption of the Electronic Software Delivery Hosting Service.

Credits will be issued at a rate of $500 for the second hour of downtime in a calendar month and $1000 per hour of downtime thereafter. Notwithstanding the foregoing, if the downtime occurs on the last business day of a calendar quarter, then the penalty shall be $2,000 for each hour of downtime.

In calculating the number of hours of downtime, the monthly total of downtime (minus the exceptions set forth above in section 6.1 will be calculated and one (1) hour will be subtracted. This number shall be deemed the “Monthly Downtime.” Partial hours will be rounded up to the next full hour for purposes of calculating SLA credits.

1.	SPSS shall notify GWS in writing within thirty (30) days of the close of each calendar month that a service level violation has occurred.
2.	GWS will issue SPSS an SLA credit and apply that credit to the upcoming monthly invoice. If this Statement of Work is terminated and SPSS cannot use the credits, then GWS shall send SPSS a check for the total remaining credit within thirty (30) days from the termination date.
3.	Credits due (if any) will be calculated monthly and will be based on cumulative down time per month
4.	Downtimes will be calculated from the time SPSS notifies GWS that there is an outage to the time GWS has communicated to SPSS that the outage has been resolved.

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5.	If there is down time, resulting in service level violations in any two out of three consecutive calendar months, SPSS may terminate this Statement of Work without penalty on (30) days’ prior written notice to GWS.
6.	GWS and SPSS will agree on the contents and process of the availability reporting. If GWS’ current availability reporting is not adequate to prove to both parties the duration and scope of an outage, GWS agrees to make available to SPSS a mutually agreeable availability reporting solution.

6.3 Should GWS experience an outage affecting both the delivery of ESD Services and Trialware Services, GWS’ obligation for paying penalties to SPSS shall be limited to those in this SOW as stated above. No additional penalty will be incurred as stated in the separate SOW signed by both parties for Trialware Hosting Services.

7. Roles and Responsibilities

7.1 Client Team Management Role

§	Implements SOW, manages change, and integrates services for new requirements
§	Identifies and aligns internal GWS resources by location globally and departments as required to support current or requirements
§	Identifies Account Manager (AM) requirements globally and coordinates team dedicated to SPSS
§	Identifies lines of communication and paths of escalation internally and with SPSS
§	Establishes and maintain program for Continuous Improvement
§	Coordinates special projects (i.e SPSS Prentice Hall) or events (i.e.SPSS EOQ)
§	Coordinates Quarterly Business Reviews (QBR) to measure performance and improve business relationship
§	Serves as escalation point from Account Manager and/ or SPSS to Director of Client Services and Quality Assurance

7.2 Account Management Role

Account Management is the method by which SPSS and GWS interact on an operational basis. This sets the stage for what’s expected of both parties to ensure that the lines of communication are always open and methods for communicating with one another have been fully defined and agreed upon. SPSS requires that GWS is available to answer order and account inquiry questions, and to report problems that SPSS may be experiencing via phone and/or email. In general, it is expected that Account Management from GWS and SPSS account for the following:

§	Ensure there is consistent contact and communication about relationship and any special needs for escalation and/or system alerts
§	Ensures that service levels of SOW are being maintained
§	Financial management to ensure ongoing fees and invoices are accurate and any additional work is scoped and accounted for
§	Specifically, SPSS will be required to:

o Participate in meetings

o Provide information on up-coming releases or any activities that will have an impact to the SPSS / GWS relationship

o Identify improvement opportunities

o Ensure quarterly score carding

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o Follow-up on SPSS action items for closure

§ Specifically, GWS will be required to:

o Coordinate and enable SPSS to perform system availability reviews

o Identify improvement opportunities

o Coordinate and distribute materials for formal meetings

o Follow-up on GWS action items for closure

o Identification of any GWS major changes (Systems, organizational, etc.) that could have an impact on the SPSS / GWS relationship

o Perform review of access controls

7.3 Meetings

It is expected that Account Management meetings will occur for the following areas:

Meetings	Frequency	Meeting Content
Vendor Management Meetings	Bi-Weekly - 2nd and 4th Tuesday of each month	New Product Releases Issues, etc
Business Review Meetings	Quarterly- 2nd Tuesday of each quarter	Quarterly Vendor Score Card and Service Level reviews Inventory Reviews SPSS Physical Fulfilment & Distribution Improvement opportunities Review GWS access lists (see Appendix D) Discuss Upcoming Changes
Ad-hoc Meetings	As Needed	Address issues that require immediate attention

7.4 Resources

The following resources are those identified as critical to the daily activities and monitoring of the service provided. Additional SPSS and GWS resources may be incorporated in necessary discussions as necessary on a periodic basis.

Resource Group	Member	Key Responsibilities
Vendor Manager — SPSS	Rich Berkman Director E-Business Solutions	Represent SPSS in managing the on-going relationship with GWS
Account Manager	Jerry Alexander	Represent GWS in managing the ongoing relationship and general account management activities with SPSS
Service Level Manager	Terry Schohn Vice President, Corporate Administration	Represent SPSS in monitoring contractual service levels. Accountable to SPSS customers to maintain level of service in their respective regions.

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8. Pricing, Commitment & Invoicing

8.1 Invoicing

§	GWS AM will track costs according to contracted fees for goods and services
§	GWS AM will manage POs and will create system sales orders and monitor invoice process
§	GWS Finance will generate invoices for goods on an ongoing basis
§	GWS Finance will generate an invoice for services on a monthly basis

Invoicing and payment terms are stated in Section 3. Compensation within the Agreement, dated May 10, 2007

8.2 Electronic Software Delivery Pricing

	One Time Setup
Item	Fee	Monthly Fees
Recurring Monthly Fees
Flat Monthly Rate for hosting and operation and all-you-can-eat up to 1.2 Terabytes (est. about 2000 downloads @ 300Mb each).	N/A	$14,000/month
Cost for each additional committed Terabyte per month	N/A	$1,975.00 per committed Terabyte
Cost per Megabyte above SPSS’ committed monthly Terabyte level.	N/A	$.015 per megabyte
Per user “Entitlement Management”, unlimited user Entitlement Management areas.	N/A	Waived
Call Center Support
Customer Service Tools Setup (inc 10 reps)	$1200
Training for CS reps	$1000 per session
Setup additional reps	$600/batch up to 10
Maintenance for CSTOOLS, includes 2nd level support for up to 5 incidents per month	N/A	$300 up to 50 reps
Reporting
Online Report Manager reporting application, includes orders, inventory, shipping, downloads, download regulatory reports, serial number tracking, traffic.	Included	Included

Initial setup costs include the one time setup of unlimited SPSS SKUs for the ESD implementation, which must be provided by April 1, 2008. Any SKUs added after the first release to SPSS are subject to the SKU add or change fee structure included as an addendum to the Agreement.

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The prices set forth above cannot be changed during the Initial Term of this Statement of Work. Thereafter, the pricing can be increased prior to each renewal term by no more than five (5) percent over the prior year’s prices.

9. Customer email notification and email domain use

SPSS protects its name and image vigorously, including the use of the SPSS name in email addressing and domain names. It has been recognized that for most effective communications of order notifications and order confirmations via email, the email must be sent directly by GWS. In order to establish the fact that the email communication to the customer is coming from SPSS, it is desirable to have the SPSS name appear in the email address.

SPSS authorizes GWS to utilize an email address which contains the SPSS name for the sole purpose of ESD fulfillment customer notification under the terms of this agreement. Upon termination of this agreement, GWS agrees to cease all use of any SPSS name in electronic communications, relinquishes the right of ownership of any domain name that contains the SPSS name and transfers that right to SPSS. GWS will complete all necessary paperwork in order to effect this transfer.

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10.	Acceptance
	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective dually authorized officers or representatives as of the Effective Date, which is defined as the date that the last party signs.

SPSS:		GWS:
SPSS Inc.		GlobalWare Solutions, Inc.
233 S. Wacker Drive, 11th floor,		200 Ward Hill Ave
Chicago, Illinois 60606		Haverhill, MA 01835
Signed and Agreed By:		Signed and Agreed by:
/s/ Raymond H. Panza	April 7, 2008	/s/ John P. Viliesis	3-28-08
(Signature)	(Date)	(Signature)	(Date)
Raymond H. Panza	EVP & CFO	John P. Viliesis	CFO
(Name)	(Title)	(Name)	(Title)

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