Statement Of Work Guardian Data Migration And Remediation Services

Last Updated: August 15, 2019

This Statement of Work (“SOW”) is entered between Hyland Software, Inc., through its LawLogix division, and Enter organization name (“Customer”) and is governed by the applicable master services agreement or professional services agreement entered into by the parties (the “Agreement”) and is subject in all respects to the terms of the Agreement. In the event that any provisions contained in this SOW conflict with any provisions of the Agreement or any other document, the provisions of this SOW shall control solely with respect to the Services covered by this SOW. Capitalized terms used on this SOW but not defined herein will have the meaning given to them in the Agreement. This SOW shall be effective as of the latest date set out on the signature page hereof (the “Effective Date”).

1. SERVICES DESCRIPTION/PROJECT SCOPE

In order to facilitate Customer’s transition from Paper and/or an alternative electronic I-9 data storage system, Hyland will convert and remediate Customer’s historical Paper I-9s as set forth in this SOW, which includes migration of I-9 data fields and supporting documents into Guardian; a detailed analysis of potential errors or omissions; management of I-9 error types and remediation steps; large-scale data changes in select fields of the Form I-9 in order to correct or exempt mistakes; and the targeted mass sending of emails from Guardian to employees who need to provide additional information or documentation (together, the “Services”) as more fully described below.

The following definitions shall apply for purposes of this SOW:

1.1 – “Guardian” means the Guardian Electronic I-9 and E-Verify application that is provided to Customer pursuant to the Agreement.

1.2 – “Paper I-9” means a Form I-9 that is stored in Paper format or a scanned image of a Form I-9 that is stored as a flat file without all of the underlying Form I-9 data elements included.

1.3 – “Electronic I-9” means a Form I-9 that was generated in an alternative electronic I-9 software platform, for which Customer also has the underlying Form I-9 metadata, electronic signatures, and audit trail records.

1.4 – “Supporting Document” means a copy or scan of the identity and employment authorization document(s) presented by an employee in connection with the completion of a Form I-9 (e.g., driver’s license, social security card, US passport, etc.)

1.5 – “Test Site” means a Guardian demonstration account for testing the Services to ensure conformance with the specifications and business requirements of this SOW.

1.6 – “Batch” means a grouping of I-9s (Paper or Electronic) and attached Supporting Documents, if applicable, which are provided to Hyland in a single package or during a single uploading session.

2. SPECIFIC WORK TO BE PERFORMED

2.1 – Project Kick-Off and Scope Review

Upon receipt of this signed SOW, Hyland will schedule a start date for the Services based on available resources and other commitments. Once started, the Project Kick-Off and Scope Review phase initiates the Services through a detailed meeting where the parties will review the project scope, data migration process, and initial customer deliverables.

No.	Key Activities	Responsibility
1	Conduct Kick-off Meeting	Hyland and Customer
2	Confirm Business Goals	Customer
3	Discuss Initial Customer Deliverables	Hyland and Customer

No.	Deliverables	Responsibility
1	Instructions for Sending I-9s to Hyland	Hyland

2.2 – Sending Customer Data to Hyland

This phase involves Customer sending the following data to Hyland:

• Historical Paper I-9s and/or Electronic I-9s and Supporting Documents.
• Employee Roster from Customer’s HR management application. This is used to create employee profiles in Guardian along with performing a comparison of individuals who are expected to have an I-9 against the historical I-9s provided.
• E-Verify data, if applicable.

No.	Key Activities	Responsibility
1	Generate an employee roster from Customer’s HRIS system using the spreadsheet provided by Hyland	Customer
2	Paper I-9 Migration (if applicable) · Assemble Paper I-9s for Sending to Hyland · Prepare and scan Paper I-9s and Supporting Documents according to Hyland specifications	Customer
3	Electronic I-9 Migration (if applicable) · Obtain complete backup of Electronic I-9 data according to Hyland specifications	Customer
4	E-Verify data (if applicable) · Obtain all E-Verify data (either from prior Electronic I-9 vendor or directly from E-Verify site, as applicable)	Customer
5	Upload data and documents to secure online location	Customer
6	Confirm receipt of documents/information described above	Hyland

No.	Deliverables	Responsibility
1	Employee Roster	Customer
2	Delivery of Paper I-9s and Supporting Documents (if applicable)	Customer
3	Delivery of Electronic I-9s and Supporting Documents (if applicable)	Customer
4	Delivery of E-Verify data (if applicable)	Customer

2.3 – Transcription and Conversion of Paper and/or Electronic I-9s

This phase involves Hyland transcribing and converting Customer’s Paper and/or Electronic I-9s for use and analysis in the Guardian system.

• Paper I-9 Transcription: If Customer provides Hyland with Paper I-9s, Hyland will utilize data entry specialists to transcribe all legible information from the Paper I-9s (sections 1, 2, and 3), including data in the I-9 form fields as well as any other text written within the four corners of the I-9 form into Guardian. After the transcription has been completed, Hyland will perform a quality assurance review of the transcribed data to ensure accuracy. The migration into Guardian will also include a scanned image (saved in PDF) of each Paper I-9 that was transcribed as well as scanned images of any I-9 supporting documents (e.g., driver’s license, social security card, etc.) which are attached to the I-9.
• Electronic I-9 Conversion:
• Data: if Customer provides Hyland with electronic I-9s, Hyland will analyze the electronic files provided from Customer’s prior electronic system, determine the appropriate field level mapping, and import all relevant and useable I-9 information into Guardian (including audit trail information as available) through a defined data exchange process. Specifically, Hyland will provide Customer with a data mapping file that specifies the field name, description, data type, length, and other constructs of all required and optional I-9 fields which can be imported into Guardian. Customer shall generate or request its prior electronic I-9 provider to generate an export file of its historical electronic I-9s which meets the requirements of the data mapping file. Hyland will provide reasonable assistance to Customer to identify any inconsistencies or abnormalities in the way the data has been stored or retained and seek input and feedback from Customer with respect to how the migrated records should be reflected in Guardian.
• I-9 Image: As part of the electronic I-9 conversion process, Hyland will request that Customer provide the Form I-9 hardcopy representation (hereinafter, “I-9 Image”) of each I-9 electronically generated in the prior system, which bears a specific Form I-9 version date. Hyland will upload I-9 Images provided by Customer to each electronic I-9 migrated into Guardian, which shall be accessible and made available to Customer in the event of an audit. If Customer is unable to provide Hyland with I-9 Images, Guardian will automatically generate the I-9 Image from the underlying electronic I-9 metadata. Customer acknowledges and understands that I-9 Images generated by Guardian in this manner will be annotated with a “Facsimile” watermark, and may or may not be an accurate representation of the Form I-9 version completed in the prior software.
• I-9 Supporting Documents: Hyland will upload and maintain scanned images of any I-9 Supporting Documents which are tagged with a unique identifier or otherwise logically associated with the historical electronic I-9 to which they are associated.

No.	Key Activities	Responsibility
1	Transcription of Paper I-9s	Hyland
2	Conversion and mapping of Electronic I-9s	Hyland

No.	Deliverables	Responsibility
1	None in this stage	N/A

2.4 – Review of Employee Data from Customer’s Human Resources System and Quality Assurance

This phase involves Hyland analyzing Customer’s employee roster which contains certain biographical and jobsite information of the employees whose I-9s are to be migrated, such as the employee’s name, social security number, employee ID, date of birth, locations, and other identifying pieces of data. Hyland will use the data from the employee roster into Guardian in to order to: (a) establish a baseline of employees for whom Customer should have an I-9 record (and thereby facilitate Customer’s discovery of missing I-9s); and (b) assign employee and I-9 records to specific Customer locations and users.

During this phase, Hyland will also review the transcription/conversion file and provide Customer with one or more data quality reports of potential issues (e.g., I-9s for employees who are not listed on employee roster, two-page I-9s with a missing page, orphaned Section 3 records, etc.). Hyland will request that Customer promptly review data quality reports and provide feedback or direction as needed.

No.	Key Activities	Responsibility
1	Review of Employee Roster	Hyland
2	Reconciliation of Employee Roster against transcription/conversion files	Hyland
3	Provide data quality reports to Customer	Hyland
4	Provide Hyland with data to reconcile missing or invalid information	Customer

No.	Deliverables	Responsibility
1	Data Quality Reports	Hyland

2.5 – Migration of Paper and/or Electronic I-9s and Importing of Employee Roster

This phase involves Hyland creating employee and archival I-9 records in Guardian and making the data available to Customer in the Test Site.

• Creation of Archival I-9s in Guardian: For each I-9 transcribed and/or converted as described above, Hyland will create a corresponding “archival I-9” record (a term used to designate an I-9 that was initially completed outside of Guardian). The archival I-9 will be associated with an employee record based on the social security number or other unique identifier located on the I-9.  If Customer sends multiple I-9s for a given employee, Guardian will associate each I-9 to one employee record (provided that each I-9 has the same unique employee identifiers) and designate the most recent as the “Primary I-9” for the employee.
• Creation of Section 3 Records: Hyland will also associate any corresponding I-9 section 3 entries with the archival I-9 (each of which constitutes an “I-9” for billing purposes). The most recent section 3 entry will determine reverification deadlines and reminders by default. In the event Hyland is unable to associate a section 3 entry with a particular I-9, Hyland will notify Customer.
• Employee Roster: Hyland shall use data from the employee roster provided by Customer to assign employee and I-9 records to specific Customer locations and users.
• Test Site: Hyland shall migrate the transcribed/converted Paper I-9s and/or Electronic I-9s into a Guardian Test Site for Customer review.

No.	Key Activities	Responsibility
1	Creation of Archival I-9s and Section 3 Records	Hyland
2	Importing of Employee Roster into Guardian	Hyland
3	Migrating Paper and/or Electronic I-9s into Guardian Test Site	Hyland

No.	Deliverables	Responsibility
1	Walkthrough of the imported Archival I-9 data via Test Site	Hyland

2.6 – I-9 Error-Checking, Data Review, and Demonstration

This phase involves the following tasks:

• Guardian analyzes migrated I-9 data and generates an issue for any potential omission, mistake, or inconsistency detected on a Primary I-9, based on the federal I-9 requirements for the specific Form I-9 version utilized
• Hyland conducts a demonstration of how the migrated I-9 data appears within the Guardian Test Site
• Hyland provides an I-9 audit report to assist Customer in testing/validating the migrated I-9s
• Customer reviews data in the Test Site and provides written approval to Hyland to move the data into Customer’s Guardian production environment

No.	Key Activities	Responsibility
1	Demonstration of migrated I-9s in Test Site	Hyland and Customer
2	Review data in Test Site	Customer
3	Provide written authorization to Hyland to move I-9 data to Production	Customer

No.	Deliverables	Responsibility
1	Sample I-9 Audit Reports from Test Site	Hyland

2.7 – Training

 In this phase, Hyland will conduct a live webinar training session with Customer to describe the tools within Guardian for correcting or exempting I-9 issues. At Hyland’s discretion, training material may also consist of pre-recorded webinars in substitution of a live training session.

No.	Key Activities	Responsibility
1	Remediation Training Session	Hyland and Customer

No.	Deliverables	Responsibility
1	Webinar Training	Hyland

2.8 – Final Migration into Production and Reporting

This phase involves the following tasks:

• Hyland will import Customer’s I-9 data into Customer’s Guardian production environment upon receiving Customer’s written approval.
• Hyland will provide Customer with a detailed issue analysis of the migrated I-9 records, including omissions, mistakes, or inconsistencies detected on Primary I-9s and each associated Section 3, based on the federal I-9 requirements for each specific version of the I-9s migrated into Guardian. This analysis may be presented to Customer directly within Guardian or through an external report.

No.	Key Activities	Responsibility
1	Final I-9 migration into Production Account	Hyland
2	Detailed I-9 Issue Analysis	Hyland

No.	Deliverables	Responsibility
1	I-9 Audit Reports From Production Account	Hyland

2.9 – Remediation Overview

Upon completion of the data migration and reporting referenced above, Hyland will facilitate the review and correction of Customer’s migrated I-9 records through its remediation service described below. Customer acknowledges and agrees that the remediation service may be delivered through a series of tasks performed by Hyland personnel or through specialized features and functionality within the Software which are made available directly to Customer where indicated below. Hyland will, in its sole discretion, choose the method of delivery which is best suited to meet the objectives of this SOW.

2.10 – Remediation Decision-Making

This phase involves the Customer designating how each type of I-9 issue reported by Guardian will be addressed for remediation purposes. Customer will indicate remediation choices by completing a Remediation Questionnaire or, if available, by selecting remediation directives within Guardian. Hyland will provide Customer with “best practice” recommendations for each type of error, but Customer is solely responsible for choosing the appropriate remediation choice (ideally, with input from legal counsel). Remediation options include exempt, nominate, amend, manual review, and new I-9 as further described below:

• Exempt: this option should be chosen for issues which either cannot be corrected (e.g., late signing) or for which Customer deems an error does not in fact exist. Exempting an item will remove the issue from error-checking reports. Hyland will also add an explanatory note of Customer’s choosing to be inserted as an “Audit Note” for each affected I-9.
• Nominate:this option should be chosen for Section 1 issues that should be corrected by the employee through an I-9 amendment. Nominating an issue will prompt the employee to provide a new or corrected value in Guardian.
• Amend: this option should be chosen for the following Section 2 and 3 issues which can be programmatically corrected through “large scale” amendments by Hyland. Often, these pieces of information already exist and are readily available through Customer’s HRIS system or other data source:
• Section 2
  • Employee Info from Section 1 (Last Name, First Name, MI, Citizenship/Immigration Status)
  • Employee’s first day of employment (mm/dd/yyyy);
  • Section 2 sign date (specifically, inserting date of correction)
  • Name of Employer or Authorized Representative
  • Employer’s Business or Organization Name
  • Employer’s Business or Organization Address
• Section 3
  • • Name of Employer or Authorized Representative
    • Section 3 sign date (specifically, inserting date of correction)
• Manual Review: this option should be chosen for I-9 issues which require further review by Customer to determine whether an error exists. For example, many employers will manually review errors in the Section 2 document fields (e.g., improper Doc Title, Issuing Authority, etc.) to see if the information was simply recorded on the wrong line. In other cases, employers may choose to manually review supporting documents in Guardian in order to fill-in missing or incorrect information entered on the form.
• New I-9: this option should be chosen for serious I-9 issues which call for the completion of a new Form I-9. This option, if triggered for an employee, will override all other I-9 remediation paths described above.

No.	Key Activities	Responsibility
1	Designate remediation options for each type of I-9 issue (ideally with Customer’s legal counsel)	Customer

No.	Deliverables	Responsibility
1	Remediation choices (either questionnaire or within Software)	Customer

2.11 – Remediation Decision Results

Based on Customer’s remediation choices, Hyland will identify those employees that need a certain action based on Customer’s answers (and counsel’s input). For example, Customer will be informed of employees that need a new I-9, an amendment to an existing I-9, or an exemption of an issue that will not be corrected (as determined by Customer’s remediation choices). Hyland will also provide Customer with sample explanatory notes for exempted issues which can be programmatically inserted as an “Audit Note” for each affected I-9.

Customer shall be responsible for reviewing the Remediation Decision Results, including the sample explanatory notes, and providing Hyland with the following:

• Confirmation of the amendments, nominations, exemptions, new I-9s, and manual review determinations
• Amended data to be inserted in the Section 2/3 fields referenced above
• Authorization for Hyland to approve certain Section 2/3 amendments on Customer’s behalf (if desired)
• Confirmation of explanatory notes with boilerplate text (i.e., not specific to any one employee) to be included with exempted issues
• For nominations and new I-9s, indicating whether Guardian should send automated “action needed” emails to affected employees

The automated changes listed above will be applied and processed into the applicable I-9 records. Amendments in Guardian will follow current DHS protocols for making corrections (i.e., entries will appear directly on the migrated I-9 image in different colored font, followed by initials and date of correction). After the amendments have been inserted, Customer representatives will either need to manually review and approve each I-9 in Guardian or provide Hyland with authorization to approve on Customer’s behalf before the amendment becomes final.

Upon receipt of remediation input from Customer, Hyland will initiate the automated remediation activities on Customer’s migrated I-9s, including issue exemptions and audit notes; nominations to Section 1; amendments to Section 2 and 3; creation of new I-9s; and the sending of emails to affected employees, each as applicable.

For purposes of this SOW, the remediation services shall be considered complete when Hyland has completed the key remediation activities and deliverables outlined in this Section 2. Customer acknowledges and agrees that certain key activities and deliverables may be provided to Customer directly through Guardian as noted above.

No.	Key Activities	Responsibility
1	Identify employees needing specific remediation action	Hyland
2	Provide sample explanatory audit notes for exempted issues	Hyland
3	Review Remediation Decision Results; confirm actions; confirm/modify audit notes; provide amended data; provide approval authorizations	Customer
4	Apply automated remediation decisions to Customer’s I-9 records	Hyland

No.	Deliverables	Responsibility
1	Remediation decision results	Hyland
2	Remediation input	Customer
3	Remediation activities initiated within Software	Hyland

3. CUSTOMER RESPONSIBILITIES AND PROJECT ASSUMPTIONS

3.1 – Timely Completion.

The successful completion of the Services depends on the reasonable cooperation and participation of Customer. Hyland’s performance and the achievement of the deliverables may in some cases be dependent upon Customer’s timely and effective performance of its responsibilities. Delays, inaccuracies or omission in the performance of Customer’s responsibilities may result in delay of the completion of the Services. Customer further agrees to:

(a) Send historical I-9 data (Section #2.2 above) to be migrated to Hyland as soon as possible in order to ensure timely completion of the Services. In order to accommodate Customer’s schedule (including the locating and gathering of I-9s), Hyland shall provide Customer up to six (6) months from the signing of this SOW in which to send Hyland ALL of the historical I-9s to be migrated as part of the Services. If Customer is unable to send ALL historical I-9s within this 6-month time period, Hyland may at its sole discretion consider the Services to be terminated by Customer, and retain all fees paid by Customer in connection therewith. Historical I-9s received by Hyland prior to the expiration date will be migrated under the terms and conditions set forth in this SOW. Historical I-9s sent to Hyland after the expiration date may require a new SOW at Hyland’s discretion and will be subject to Hyland’s I-9 data migration rates then in effect.

(b) With respect to any activity that requires Customer’s approval as provided herein, Customer shall not unreasonably withhold its approval and its failure to respond within ten (10) business days following Hyland’s request for Customer’s approval shall be deemed to constitute Customer’s approval to any such request.

3.2 – Delivery of Scanned Paper I-9s.

Customer agrees to send all historical Paper I-9 files to Hyland in electronic format (i.e., scanned and uploaded to a secure location) according to Hyland instructions provided during the project kick-off. If Customer sends I-9s to Hyland in Paper format, Hyland may in its sole discretion assess additional charges and fees to Customer to account for the administrative time and expense of handing the Paper records and scanning the I-9s into the required electronic format.

3.3 – Batch Sending of Paper and Electronic I-9s.

a) For purposes of this SOW, a “batch” means a grouping of I-9s (Paper or Electronic) and attached Supporting Documents, if applicable, which are provided to Hyland during a single event.

b) The parties acknowledge that it is generally more efficient and cost-effective to send all Paper I-9 and Electronic I-9s to be migrated to Hyland in as few batches as possible in order reduce administrative time and overhead cost. Unless otherwise agreed to by Hyland, Customer shall adhere to the following batch requirements with respect to the sending of I-9 files.

1. 1. 1. For migrations of 10,000 or fewer Paper I-9s, Customer agrees to send all Paper I-9s and attached Supporting Documents to Hyland in one batch and all Electronic I-9s files and Documents in one batch (i.e., one batch of Paper I-9s and one batch of electronic I-9s, each as applicable).
      2. For migrations totaling more than 10,000 Paper I-9s and/or more than 10,000 Electronic I-9s, Customer may send multiple batches of each (as applicable), provided that each subsequent batch contains at least 10,000 I-9s or the remaining number of I-9s to be migrated, whichever is less.

c) If Customer does not adhere to the batch requirements specified above, Hyland may in its sole discretion: (i) accept the batches to accommodate Customer’s business need without further charge; or (ii) accept the batches and assess additional charges to Customer to account for the administrative time and overhead costs.

d) In the event Customer sends more than one batch of I-9 files to Hyland pursuant to the terms of this SOW, Hyland may, in its sole discretion: (i) treat each additional batch of I-9s as a separate project, each subject to the same services, deliverables, per I-9 pricing, warranties, and acceptance periods specified herein; or (ii) consider the additional batches of I-9s to be part of the same project.

3.4 Migration of Electronic I-9s.

a) In order to migrate electronic I-9 records and associated documents into Guardian, Hyland must receive the underlying Form I-9 metadata described in Section 2.3 above. If Customer is unable to provide Hyland with the metadata, Customer may either (a) request that Hyland treat these records as “Paper I-9s,” which require a full data transcription of all fields, at the costs and fees set forth in the SOW for Paper I-9s; or (b) accept the migration of the electronic I-9s with a limited dataset. Customer acknowledges and understands that electronic I-9s with a limited dataset may not satisfy government compliance standards, and in any event, will trigger errors in the Guardian system which will need to be addressed or manually exempted by Customer.

b) I-9 images or PDFs received as part of an electronic I-9 migration must not contain any extraneous pages or information (including the Form I-9 instructions). Upon request, Hyland will remove the extraneous pages prior to inputting into Guardian for an additional fee.

3.5 – Project Coordination.

Customer shall be responsible for and agrees to: (a) provide a single point of contact for project coordination with Hyland; (b) participate in scheduled meetings and provide timely feedback when questions arise throughout the project; and (c) manage Customer employee communications when needed.

3.6 – Customer Technical Staff.

Customer agrees to follow Hyland instructions for sending historical I-9 records to Hyland. If Customer is migrating electronic I-9s as part of the Services, Customer is expected to have technical staff members who are capable of understanding data exchange protocols. Customer is also responsible for contacting Customer’s prior electronic I-9 vendor (as needed) to request data extracts of I-9 and supporting documents.

3.7 – Data Quality.

Migrated data (Paper or electronic) is accepted by Hyland on an “as-is” and “as-submitted” basis. Data migration is limited to the fields on the applicable I-9 version and is subject to errors made by Customer on the historical I-9s. As such, these migrated pieces of data are subject to verification by Customer and should not be relied upon prior to verification by Customer.

3.8 – No Legal Services Provided.

Services provided hereunder should not be substitute for a comprehensive legal audit of all historical I-9s.  Migrated data, even once it is accessible by Customer, may still require review and classification as to completeness, specific usability, and compliance standards.

3.9 – Test Site.

Unless agreed otherwise to by Hyland, Customer’s access to the Test Site will expire ninety (90) days after completion of the Services, at which time Hyland may in its sole discretion delete Customer test credentials and all data entered into the Test Site. In the event that Customer desires to maintain the Test Site for additional time periods, such access shall be subject to a monthly fee of $199 per month or as otherwise stated in an applicable Order Form.  With respect to the Test Site, Customer acknowledges: (a) Customer will not use the Test Site for live production activities; (b) upon completion of the Services, Hyland may terminate the Test Site at any time, at its sole discretion, at which time all Customer data stored within the Test Site may be lost; (c) the terms of Hyland’s Service Level Agreement do not apply to the Test Site; (d) Customer agrees to provide prompt feedback to Hyland regarding Customer’s experience with the Test Site in a form reasonably requested by Hyland, including information necessary to duplicate errors or problems; and (e) if Customer has a pre-existing Test Site (e.g., created during the Guardian go-live process), this same Test Site will be utilized to load Customer’s historical I-9 data.

3.10 – Disposal of Source Data.

Upon completion of the Services or termination of this SOW for any reason, and with at least thirty (30) days prior written notice to Customer, Hyland will destroy all source data and files provided to Hyland in fulfillment of this SOW, including but not limited to copies of all Paper I-9s, electronic I-9 data files, supporting documents, and employee roster files (together, “Source Data”). Customer acknowledges and agrees that Customer is solely responsible for maintaining back-up copies of Source Data provided to Hyland, and Hyland will not return Source Data to Customer. Requests by Customer for Hyland to: (a) maintain copies of Source Data beyond the timeline stated above; or (b) return Source data to Customer via courier or through electronic transfer will result in additional charges to Customer.

3.11 – Outside of Scope.

This SOW does not include the following: (a) any legal guidance from Hyland on how to correct or remediate I-9 issues – all such advice to be provided by Customer’s counsel or decided internally by Customer; (b) additional analysis, evaluation, or mapping of historical electronic I-9 data which does not meet the requirements of the data mapping file; (c) fees associated with the creation of new electronic I-9 records in Guardian, which may be required based on Customer’s audit review of migrated historical I-9s; or (d) creation of any additional amendments, exemptions, or annotations on migrated I-9s after the automated remediation activities have been completed.

 

4. PROJECT MANAGEMENT

4.1 – Each party will designate a project manager or data migration specialist (“PM”) to coordinate all necessary tasks and communication needed for the Services. Customer recognizes that the Hyland PM manages several projects simultaneously and is thus not an exclusively dedicated Customer resource. The Hyland PM will, however, commit to providing Customer with timely responses and proactive project management.  Once the Project identified in this SOW is completed, the Hyland PM will no longer be available to Customer as a dedicated resource unless a new SOW is executed.

4.2 – The Hyland and Customer PM may agree to schedule meetings to discuss open issues with the Services by telephone or webinar during the normal business hours of 8:00am to 5:00pm Mountain Standard Time (or as otherwise agreed to by the parties). The Hyland PM, in his or her sole discretion, may invite additional Hyland team members (including technical resources) to participate in such meetings with Customer on an as needed basis. The number and frequency of meetings shall be commensurate with the size and scope of the project as determined in good faith by the Hyland PM. Additional meetings, beyond the standard and reasonable amount established by the Hyland PM, shall be provided to Customer on a time and materials basis at the rate indicated in Exhibit A or a fixed project rate as agreed upon by both parties.

4.3 – Notwithstanding the above, Customer acknowledges and agrees that questions or requests relating to Customer’s production Software environment should be directed to the Hyland support line by calling 602-357-4240 ext. 2 or submitting a support request case at https://www.lawlogix.com/support. Any production-related support requests sent directly to the Hyland PM or other team members (via email or phone) may or may not be responded to within a reasonable time period.

5. KEY HYLAND PERSONNEL

Hyland Job Title/Role	Responsibility
Project Manager	Managing the project, strategizing timelines and workflow, and serving as Customer’s single point of contact
Data Engineer	Technical migration of Customer’s historical I-9 data into Guardian and quality assurance
Training Specialist	Training Customer on use of Guardian tools for amending and exempting I-9s

 

6. DATA TRANSCRIPTION/CONVERSION GUARANTEE AND LIMITED WARRANTY

6.1 – Hyland shall provide a 99% data transcription/conversion warranty of Customer’s migrated I-9 records as measured at the Form I-9 field level (“Data Migration Quality”). Hyland shall measure the Data Migration Quality utilizing an accuracy percentage as follows: total correctly transcribed or converted/mapped I-9 fields divided by total I-9 fields that are not otherwise illegible, obscured, non-readable, or unmapped.

6.2 – Customer must notify Hyland of any breach of this warranty no later than sixty (60) days after Hyland’s completion of the Services detailed in this SOW. Customer’s exclusive remedy and Hyland’s entire liability under this warranty shall be for Hyland to re-perform any non-conforming portion of the Services within a reasonable period of time, or if Hyland cannot remedy the breach during such time period, then refund the portion of the fee attributable to such non-conforming portion of the Services under this SOW which shall be calculated as follows: two percent (2%) of the total migration fees indicated in Exhibit A for each full accuracy percentage point below ninety-nine (99%). This warranty is in lieu of all other warranties and conditions. There are no other express or implied warranties, including the implied warranty of merchantability or fitness for a particular purpose.

 

7. PRICING

7.1 – Order Form Pricing. Customer shall pay Hyland the fees in the amounts and at the rates/schedule set forth in Exhibit A. Customer agrees to pay all invoices under the same terms and conditions specified in the Agreement.

7.2 – Per I-9 Fee. The per I-9 fee specified in Exhibit A (“I-9 Migration Fee”) covers the migration of data from sections 1 and 2 of each Form I-9, which may be one or two pages depending on the specific form version. If an I-9 contains information recorded in section 3 of the form (for purposes of rehire, reverification, or update), Hyland will assess an additional I-9 Migration Fee to account for the migration and storage of the section 3 in Guardian. The I-9 Migration Fee excludes Supporting Documents which are charged separately. In addition, the Services described herein are performed on each and every I-9 record that is sent from Customer to Hyland. Therefore, any I-9 record sent to Hyland as part of this SOW will incur the I-9 Migration Fee quoted in Exhibit A, regardless of whether or not the I-9 is eventually migrated into Guardian or otherwise excluded or deleted by Customer.

7.3 – Nonrefundable Fee. The Services are subject to the nonrefundable fee (“Minimum Fee”) specified in Exhibit A, which covers Hyland’s initial project expenses, resource allocation, and third-party costs. Notwithstanding any breach of this SOW by Hyland or any credits which may be due to Customer under the Data Migration Guarantee specified above, Customer acknowledges that the Minimum Fee shall be due regardless of (a) the number of I-9s actually migrated or (b) whether or not I-9s have been sent to Hyland.

 

8. CHANGE CONTROL

Changes to the scope of the Services will be made by mutual written agreement of the parties. Hyland will offer to perform additional services related to the Services on a time and materials basis at the rate indicated in Exhibit A or a fixed project rate as agreed upon by both parties. Hyland shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both parties in writing.

 

9. TERM/TERMINATION

 This SOW shall commence on the Effective Date, and shall terminate on the date Hyland completes the Services; provided however that either party may terminate this SOW immediately in the event that the other party is in material breach of any provision this SOW and such material breach has not been cured within sixty (60) days after such written notice to the breaching party. Upon termination of the SOW, Customer shall promptly pay Hyland any outstanding amounts for Services rendered through the date of termination.

 

10. SOW ACCEPTANCE

IN WITNESS WHEREOF, The parties have executed this SOW as of the Effective Date.

Hyland Software, Inc., through its LawLogix division (“Hyland”)

Enter organization name (“Customer)”

 

Signature		Signature
Printed Name		Printed Name
Title		Title
Date		Date

EXHIBIT A TO STATEMENT OF WORK
FEES FOR DATA MIGRATION AND REMEDIATION SERVICES

Data Migration and Remediation Pricing Terms and Conditions:1) Payment Terms. Upon signing of this SOW, Hyland will invoice Customer 100% of the total estimated data migration fees. The remaining balance of the total actual data migration fees (if any) shall be invoiced on progress based upon the number of I-9s received by Hyland for migration. Note additional data migration terms below. 2) Supporting Documents. Hyland will assess a charge of $.35 per page for any I-9 Supporting Document (e.g., copy of driver’s license, SS card, etc.) associated with either a Paper or Electronic I-9. 3) Document Preparation. Historical I-9s which are sent to Hyland in Paper format (as opposed to the required electronic scanned format) may be assessed additional fees, including a $.20 per unit charge for documents that contain staples, Paper clips, or other devices requiring de-assembly and re-assembly by Hyland. 4) Additional Engineering Assistance: Additional engineering assistance is available upon request for a fee of $215 per hour with a 2-hour minimum.

I-9 Data Type (choose one or both):  Electronic I-9 Migration Paper I-9 Migration Electronic Vendor (if applicable): ________________________________ Estimated # of I-9s to be migrated: # Electronic I-9s: Enter # # Paper I-9s: Enter # Estimated # of Supporting Documents: Enter #	Data Migration, Reporting, and Remediation: Enter $ amount  per I-9 based on expected volume with a minimum non-refundable fee (regardless of I-9 count) of Enter $ amount .

Data Migration and Remediation Pricing Terms and Conditions:

1) Payment Terms. Upon signing of this SOW, Hyland will invoice Customer 100% of the total estimated data migration fees. The remaining balance of the total actual data migration fees (if any) shall be invoiced on progress based upon the number of I-9s received by Hyland for migration. Note additional data migration terms below.2) Supporting Documents. Hyland will assess a charge of $.35 per page for any I-9 Supporting Document (e.g., copy of driver’s license, SS card, etc.) associated with either a Paper or Electronic I-9. 3) Document Preparation. Historical I-9s which are sent to Hyland in Paper format (as opposed to the required electronic scanned format) may be assessed additional fees, including a $.20 per unit charge for documents that contain staples, Paper clips, or other devices requiring de-assembly and re-assembly by Hyland. 4) Additional Engineering Assistance: Additional engineering assistance is available upon request for a fee of $215 per hour with a 2-hour minimum.