Pillmaker America Pharmaceutical, Inc. Office 365 Implementation Services Statement of Work Copyright © 2013 Pillmaker America Pharmaceutical, Inc. All rights reserved. This document and its contents are confidential and proprietary to Pillmaker America Pharmaceutical, Inc. No part of this document may be reproduced, distributed, or transmitted in any form or by any means, electronic or otherwise, without the express prior written consent of Pillmaker America Pharmaceutical, Inc. PROJECT SPECIFICATION PROJECT TITLE Office 365 Implementation Services STATEMENT OF WORK This STATEMENT OF WORK (the “Statement of Work”) dated October 2013 is between Mediocre Software Inc. (“Mediocre Software”), having its principal place of business at 1 Mediocre Software Way, Dallas, Texas and Pillmaker America Pharmaceutical, Inc. (“Pillmaker”), 1 Pharma Drive, Atlantic City, NJ 08540, for deploying Office 365 services as outlined within this document. Work will be performed in accordance with a mutually agreed project plan. The parties acknowledge that the project plan is a living document subject to revision upon mutual agreement during the course of this project. The subsequent sections of this document describe the scope of services and associated financial investment. SCOPE OF WORK Mediocre Software will provide the services required in order to deploy Microsoft Office 365 in multiple stages across Pillmaker’s global locations. This includes providing incident support, incident status tracking, and adhering to Pillmaker’s change control policies. All associated Office 365 implementation timelines, line items, project schedules, and decisions must first be approved by Pillmaker. TERM This STATEMENT OF WORK (SOW) and the parties acknowledged will formally begin work on <<MONTH XX, 20XX>>. All work and deliverables to be delivered will be completed, delivered to, and accepted by Pillmaker not later than <<MONTH XX, 20XX>>. OBJECTIVE The objective of this Statement of Work is to define the scope of services, Mediocre Software and Pillmaker roles and responsibilities, timeline, and costs associated with assisting in the deployment of Office 365 services. Mediocre Software is expected to implement Office 365, provide incident support, provide incident status tracking, and adhere to Pillmaker change control policies; a copy of the policy will be provided to Mediocre Software. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 1 of 14 Objectives of this initiative include: 1. Deploy Microsoft Office 365 in multiple stages across Pillmaker’s North America locations with multiple domains (Pillmaker-us.com and Pillmaker-ca.com). a. All domains reside in a single forest. 2. Provide incident support during the project and for a defined period of time post-production 3. Infrastructure build out a. Active Directory Federation Services (ADFS) i. Primary Site (Rockville) ii. Secondary Site (Princeton or Windows Azure) b. Exchange 2010/13 Hybrid Server c. Office 365 connectivity between all locations i. Pillmaker (Rockville and Princeton) ii. Microsoft iii. Windows Azure 4. Migrate all mailboxes to Exchange Online 5. Enable all users for Lync 6. Enable all users for SkyDrive Pro and SharePoint Online 7. Enable all users for Single Sign-On (SSO) through ADFS 8. Activate and setup all users for all E3 Office 365 Services 9. eDiscovery and Archiving??? 10. FOPE setup and activation 11. Provide incident status tracking The categories of services included in this SOW are: 1. 2. 3. 4. 5. 6. 7. IT Assessment Infrastructure Implementation Testing and Validation Phased Migration Activation of licensed services Production Release Post Implementation Support PROJECT SCOPE AND DEFINITION The following is a list of tasks that will be completed by Mediocre Software under this Statement of Work subject to the agreement of both parties. It is the responsibility of Mediocre Software to continuously monitor the budget and timeline throughout the course of the project and to proactively report potential timeline, resource, and cost deviations to Pillmaker. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 2 of 14 To formally start the project, Mediocre Software will conduct the kick-off meeting with Pillmaker. The kick-off meeting will be an internal planning meeting between Pillmaker and Mediocre Software including all parties that will be involved in the scope. Mediocre Software must be able to ramp-up or down resources upon request. Project daily and weekly checkpoints will occur after the initial kickoff to review requirement definitions, assumption changes, and address any concerns. At this time it is expected Mediocre Software will present any required changes to resource allocation requirements, timeline, and related costs required to complete the project. Daily checkpoints will be in conference call format; duration may be anywhere from 15 minutes to one hour, depending on the nature of the update and the milestones completed at that point in time. This call can be led by the Project Manager or a designated representative of the Project Manager Mediocre Software will engage in the following efforts to perform the integration and deployment and Mediocre Software activities to meet business requirements for Pillmaker. Any change request must be approved by Pillmaker, for the proposed change to take place. Office 365 Implementation Scope of Work IT Assessment Project discovery and definition Weekly Status Reports due no later than 3PM EST every Friday Define business requirements Develop risk and issue tracking system Objective/Scope of Work Prepare migration strategy Define technical requirements Develop project plan (includes processes, methods, and templates for initiating, planning, and controlling the project) Develop communication management plan Finalize project team Develop information architecture Develop project specific documentation Provide recommendations to achieve maximum functionality from Office 365 E3 Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 3 of 14 subscription services Adhere to Pillmaker’s change control policies Demonstrate multiple levels of support during the deployment and post-deployment phases Conduct all necessary project quality, risk, and change management Conduct project management and milestone review meetings Conduct QA testing on all applicable systems and software Maintenance, troubleshooting, and resolving software issues Provide project specific documentation for knowledge transfer to Pillmaker Project sign-off PROJECT SCOPE INITIATIVES Mediocre Software will deploy all Pillmaker provided Microsoft Office 365 E3 subscription licensed services to include Exchange Online, Lync, SharePoint, SkyDrive Pro, Online Archiving, Discovery, FOPE, ADFS integration, and infrastructure build out. The following objectives are expected of Mediocre Software to be included within the project scope. Mediocre Software is responsible for performing an IT assessment of the Pillmaker infrastructure prior to the deployment of the Office 365 E3 license subscription and making any recommendations and/or modifications. The IT assessment will cover the entire Pillmaker infrastructure to include the current Exchange 2010 system, located on a VM, all networking, routing, firewall, ports, and connectivity components. In addition, Mediocre Software will assess the current on-premise Lync environment, the bandwidth required for full functionality, the domain controller, required applications and operating systems, email-enabled applications, VPN connectivity components, and any additional components or equipment required for full operational connectivity with Office 365 managed services. Any modifications or required equipment not already located on-site by Pillmaker will be addressed upon completion of the IT assessment. If required work is to be completed by Pillmaker prior to the deployment of Office 365 the project will be set to pause until all required work is completed. Mediocre Software will provide weekly status reports due every Friday. To be received by the Pillmaker Project Team no later than 3PM EST. In the event Friday falls on a holiday the status report is due the following work day no later than 3PM EST. If the status report is not received by Pillmaker Project Team by the deadline of Friday at 3PM EST a penalty clause will be in effect resulting in a credit of 8 hours of the Exchange Lead Consultant. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 4 of 14 Pillmaker is responsible for any on-site virtualization. Virtualization for the Hybrid Exchange environment will utilize the Pillmaker VM. Any additional recommendations or required virtualization services will be addressed during the IT assessment of the Pillmaker infrastructure. Pillmaker currently has an operational Exchange 2010 system running on a VM for all users and mailboxes. Any additional servers required for the build out of the Hybrid Exchange will be addressed during the IT assessment. Pillmaker currently has a Lync 2013 server system located at the Rockville data center. Mediocre Software is required to assess the current Lync environment and make recommendations for completion of integrating Lync 2013 with users on Lync Online. Any recommendations are to be made upon completion of the IT assessment. Mediocre Software will provide support services to users for a defined period of time to be discussed upon completion of the IT assessment. Mediocre Software will provide a detailed formulated project plan for the implementation of the infrastructure, enabling users and mailboxes, migration of data, activating Lync licenses, deploying services, SkyDrive Pro, and knowledge transfer to users and admins. Mediocre Software will provide Delivery Management services for the planning and completion of the Office 365 engagement. Mediocre Software is responsible for the complete build out of the Office 365 infrastructure components. The infrastructure will include the implementation of an Active Directory Federation Services server farm to be located at the Rockville data center and a second ADFS server farm to be located at either the Princeton, NJ data center or through Windows Azure. Mediocre Software will be responsible for the build out of either a 2010 or 2013 Hybrid Exchange system on VMware. Pillmaker currently has a 2010 Exchange system, located at the Rockville data center. Mediocre Software will be responsible for making recommendations of utilizing the current Exchange system located on a VM. The Hybrid Exchange system is to be located at the Rockville, MD data center. A Directory Synchronization (DirSync) will be a required build out of Mediocre Software. Mediocre Software will assist Pillmaker in preparation of implementing Discovery services and FOPE for filtering services. Mediocre Software will provide knowledge transfer to Pillmaker administration and engineering staff for all discovery, archiving, FOPE, SkyDrive Pro, and administration services prior to completion of the Office 365 engagement. Mediocre Software will assess the current Fax system used through the Pillmaker phone system and make recommendations for full compatibility with Office 365. Pillmaker will be responsible to update any software and patches to the fax system with Office 365. Mediocre Software will be responsible for a planned staged migration of all mailboxes and users to Office 365 utilizing with connectivity through the ADFS and Hybrid Exchange environment. The migration of mailbox data and phased deployment of users to Office 365 will be required of Mediocre Software. All project plans are to be approved by the Pillmaker Project Manager prior to production. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 5 of 14 All project plans that deviate from the original timeline must be approved by the Pillmaker Project Team with cost and time justifications. Pillmaker will not migrate any SharePoint data to Office 365 during the Office 365 engagement. Mediocre Software will license all users for access to SharePoint for use of SkyDrive Pro. SkyDrive Pro will be utilized by all colleagues and users with Pillmaker. Mediocre Software will develop specific documentation in reference to the design of the infrastructure, as-built, implementation of the ADFS into the Pillmaker infrastructure, and related documentation within scope of the engagement. Support of the managed services will be provided by Microsoft. Incident-related issues for users moved to Office 365 during the migration phase and post-migration for a defined period of time will be handled by Mediocre Software to assist Pillmaker in troubleshooting on-site issues. Mediocre Software is to provide 24/7 incident support for all mailboxes and users during and post migration for a defined period of time. In addition Mediocre Software is to provide knowledge transfer and documentation to Pillmaker prior to completion of the engagement. Mediocre Software will be responsible for attending daily checkpoints and weekly status and issue management meetings throughout the length of the engagement. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 6 of 14 PILLMAKER DELIVERABLES Deliverable Description of Deliverable Content 1 Access to Policies & Procedures 2 Access to Systems & Software 3 Provide Network diagrams and designs 4 Access to stakeholders’ calendars and internal resources MEDIOCRE SOFTWARE DELIVERABLES Deliverable Description of Deliverable Content 1 Project Status Report Details all meetings, actions, and risks, which occurred during the project 2 Project Closure Report Prepared to confirm that the project has met its objectives 3 Project Plan Document from Mediocre Software outlining the project plan 4 Communication Management Plan Documented plan on achieving full communication between stakeholders and end-users 5 Delivery management/Governance Plan Detailed plan of achieving success through process management with Microsoft, Mediocre Software, and Pillmaker 6 Infrastructure build out Implementation of on-site and cloud infrastructure (ADFS, Exchange Hybrid, Windows Azure, FOPE, and Archiving) 7 Migration Plan Exchange Online migration and pilot plan 8 Lync and SkyDrive Pro Activate and Deploy Lync and SkyDrive Pro 9 Archiving and FOPE Archiving, Discovery, and FOPE enabled Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 7 of 14 10 Develop Project Specific Documentation Mediocre Software will develop specific documentation in reference to the design of the infrastructure, as-built, support of Office 365, administration of managed services, implementation of the ADFS ACCEPTANCE OF DELIVE RABLES All deliverables submitted by Mediocre Software to Pillmaker and will be accepted via Pillmaker’s validation process. RESOURCES, ROLES AND RESPONSIBILITIES Pillmaker and Mediocre Software will determine the number of personnel and appropriate skill sets necessary to complete this project. Both Pillmaker and Mediocre Software personnel are responsible for collaborating on the execution of this Project. Pillmaker and Mediocre Software responsibilities have been set forth in the following section. Pillmaker Resource Name Resource Role Resource Responsibility Anthony Soprano Senior Director, Infrastructure and Operations Executive Sponsor Matthew Broderick Associate Director, Infrastructure and Operations Project Sponsor Preston Elliot Senior Project Manager, IT Infrastructure and Operations Program Management Tim Ingling Senior Manager, Security and Communications IT Security Management Patrick Stewart Project Manager, IT Infrastructure and Operations Lead Project Manager William Shatner Senior Systems Analyst Infrastructure Steve Morrison Senior Security Analyst IT Security Notes Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 8 of 14 Anna Ferris Senior Network Communications Engineer Networking Infrastructure Chelsea Handler Service Delivery Manager Service Desk communication Mediocre Software Resource Name Resource Title Resource Responsibility Zach Braff Account Executive Daniel Radcliffe Services Sales Executive, Infrastructure Services Ron Weasley Inside Sales Representative US-based resource who will be responsible for the ordering and delivery of Mediocre Software products and services Patrick Steward Inside Sales Manager Responsible for the management of your AE and ISR, Pillmaker’s main Mediocre Software contacts Ellen DeGeneris System Consultant Works with Pillmaker to provide “best in class” solutions to meet business requirements Rick Gervais Technical Inside Representative Bart Simpson Software Account Executive Moe Sizlack Inside Software Representative Edna Crabaple Quest Seymore Skinner Warranty Renewals Notes Provide Pillmaker with ongoing account management and strategic planning assistance Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 9 of 14 Jimmy Fallon SecureWorks Tina Fey Consulting Services Alec Baldwin Cloud Client Computing Director Responsible for the management of your AE and ISR, Pillmaker’s main Mediocre Software contacts Regional Sales Manager Responsible for the management of your AE and ISR, Pillmaker’s main Mediocre Software contacts Enterprise Support Engineer Mediocre Software Financial Services Account Executive and Account Manager Mediocre Software Financial Services Program Manager/Customer Advocate Mediocre Software Financial Services Operations Team Mediocre Software Software & Peripherals Inside Sales Representative Available for questions, pricing, and ordering of Mediocre Softwarebranded and third party hardware, software, and peripherals Project Manager Assists in coordinating account strategies around the world Hours worked, response time, and availability to be provided to the Pillmaker Project Team Custom Factory Integration Project Manager Services Account Executive Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 10 of 14 Personnel changes from those contemplated above may be made without having to revise this SOW. In the case of Pillmaker changes, Pillmaker shall simply notify Mediocre Software in writing (i.e. e-mail). In case of Mediocre Software changes, Mediocre Software shall notify Pillmaker in writing (i.e. e-mail) of a change request and shall receive Pillmaker’s approval before making such change. Pillmaker’s approval shall not be unreasonably withheld. PROJECT SCHEDULING Service delivery will be scheduled following execution of a Task Order to which this SOW has been attached. The estimated dates for beginning and conducting the project will be mutually agreed upon by Pillmaker and Mediocre Software. All associated Office 365 implementation timelines, project schedules, and decisions must first be approved by Pillmaker Project Manager Lake McCrossin. Phase Duration Assessment & Discovery One (1) Week Design & Planning One (1) Week Implementation Three (3) Weeks Pilot One (1) Week Migration Seven (7) Weeks Post Migration (Optional) Eighteen (18) Weeks ASSUMPTIONS The following assumptions will be applied to this Statement of Work between Pillmaker and Mediocre Software. Mediocre Software employees will perform work on-site and off-site as requested. Pillmaker will provide Mediocre Software employees with workspace and network access required to perform work while on-site. Delivery timelines and “go-live” dates will be established by the project team once they have had an opportunity to collect and process the information necessary to develop realistic and achievable milestones. SharePoint is not included in scope of work Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 11 of 14 o All Pillmaker users will be licensed for SharePoint for use with SkyDrive Pro o No SharePoint data will be migrated to SharePoint Online Support and user-supported documentation will be supplied by Mediocre Software Additional Office 365 related consulting is out of scope MEDIOCRE SOFTWARE ASSUMPTIONS The following assumptions will be applied to this SOW between Mediocre Software and Pillmaker: All desktop/laptop environments meet Office 365 minimum specifications Pillmaker has purchased all necessary licenses with regard to the Microsoft Office 365 E3 License Subscription Mediocre Software assumes Pillmaker will provide the following resources: o Executive Sponsor with global project authority o 1 dedicated Project Manager / Primary Point of Contact o 1 part-time Communications Manager to manage global data collection, provide language translation services, and disseminate project communications o 1 full-time Technical Lead for Windows / Active Directory / Exchange o 1 part-time Network Engineer familiar with Pillmaker’s global network, routing, and firewall designs o A design review team for approval of any and all implementation and migration plans o A centralized Help Desk facility and personnel capable of fielding calls from users and other migration customers CHANGE CONTROL PROCEDURE Establishing a mechanism to deal with change is critical to the successful management of the project constraints, and therefore the success of the overall project. This SOW serves as the baseline to determine if a change is required and change occurs when there is a variance to the assumptions and/or deliverables defined within this SOW. Examples include, but are not limited to: Additional activities or work products Assumptions not remaining valid Changes identified by the supplier will be discussed with the Pillmaker project sponsor and documented in the form of a Change Order request. The Change Order will include a description of the change, impact to the schedule and cost associated with the change. Any change request must be approved by Pillmaker for the proposed change to take place and to adhere to Pillmaker’s change control policy. Once approved by both parties, the Change Order will be used to amend the Task Order to which this SOW is attached. All work products will be updated to reflect the change. A Change Order will not become effective until a Task Order is executed by both parties. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 12 of 14 PROJECT COST Pillmaker shall pay Mediocre Software fees and expenses for the deliverables and services described in this Statement of Work in accordance with the terms and conditions specified in the MSA. All invoices must contain the applicable Pillmaker Task Order contract number in order to be considered valid for payment purposes. Role Project Manager Dell Responsibility Perform project oversight of the end to end solution of both O365 Lync and Exchange services Perform the assessment, design and implementation of the Microsoft Lync Online services Perform the assessment, design and implementation of the Microsoft Exchange online services Lync Senior Consultant Exchange Lead Consultant Exchange Migration Perform the migration of the 4200 mailboxes Consultant Provide technical oversight to the Services team to Principal Consultant ensure successful delivery of the Services Exchange Perform the remote post implementation and Consultant migration support (Optional Resource) Rate Hours Total $210.00 160 $33,600.00 $197.00 120 $23,640.00 $197.00 520 $102,440.00 $185.00 280 $51,800.00 $228.00 80 $18,240.00 $185.00 720 $133,200.00 Note that any changes to this SOW that result in an increase in total dollars shall require a fully executed amendment to the applicable Task Order before work on those changes can proceed. The total dollars quoted by Mediocre Software does not include Pillmaker Microsoft credits to be applied. The credits will be applied upon agreement of both parties. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 13 of 14 The fee for the above services will be based on the approved rate card above. Regardless of the total hours required to provide all services, the total cost for this SOW shall not exceed $XXX,XXX. Travel and expenses will not exceed 15% of the total project cost. PROJECT ACCEPTANCE Acceptance of this Statement of Work will be acknowledged through both parties execution of the Task Order to which this SOW is attached. Property of Pillmaker America Pharmaceutical, Inc. Atlantic City, New Jersey, 08540 Confidential Page 14 of 14