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Statement Of Work, Implementation Of Guardian And Related Professional Services

Last Updated: April 29, 2016

This online Statement of Work (“SOW”) describes the implementation and other professional services to be performed by Hyland Software, Inc., through its LawLogix division on behalf of the entity or organization (“Customer”) that has executed an Order Form referencing this SOW in connection with the
Guardian Electronic I-9 and E-Verify Software. This SOW incorporates by reference the Guardian Master Services Agreement referenced in the applicable Order Form (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 Order Form referencing this SOW (the “Effective Date”).

1. SERVICES DESCRIPTION/PROJECT SCOPE
Customer is seeking to implement an electronic I-9 and E Verify system which, will enable Customer to electronically complete the Form I-9 and E-Verify process; manage I-9 and related E-Verify deadlines; create compliance reports; and integrate with other human resources information systems (each as applicable and indicated on an Order Form). The purpose of this SOW is to configure and implement the Software for Customer; enable Customer to submit I-9s to E-Verify through the Software according to the terms of the Agreement; enable Customer to share certain information from its HR systems with the Software (if such service was requested on an applicable Order Form); and train Customer personnel on the proper use and administration of the Software (together, the “Services”). Any additional effort, other than as described below, is outside the scope of this SOW.

2. FEES AND IMPLEMENTATION HOURS
The implementation and consulting service provided in this SOW is included in Customer’s implementation project fee indicated in the Order Form, based on the anticipated project size, number of users and locations, E-Verify enrollment, and professional services requested. The Order Form will specify the maximum number of implementation and consulting hours provided to Customer. Additional implementation and consulting hours may be purchased through an additional Statement of Work or Order Form.

3. SPECIFIC WORK TO BE PERFORMED
The parties shall establish a delivery schedule for the Services, which shall include significant milestones and estimated completion dates. The main implementation phases include:

3.1 Initial Kickoff Meeting.
During the kick-off meeting the Hyland Implementation Specialist will review each of the major milestones for the Services and specific areas of responsibility. Customer will also be provided a contextual overview of the system to assist Customer in understanding how to best design its desired I-9 workflows and organizational verification and approval processes. Following the initial kick-off meeting, the Hyland Implementation Specialist will provide Customer with a project plan and additional documentation related to the specific phases covered in the meeting.

3.2 Account Implementation and Configuration. During this phase, Customer will complete the Software implementation templates which identify Customer locations, associated users, and security privileges to be used in the Software. Once completed, Hyland will upload the settings to a test environment for Customer review.

3.3 Software Training Program. Hyland will provide initial training to Premium Users through three “live” online webinars (each 60 to 90 minutes in length). Webinars will include the following topics (as applicable): (a) administrative options and preferences; (b) general user training on using the Software to create and manage I-9s; and (c) instructions on how to use E-Verify, including employer responsibilities, basic requirements and compliance steps, and various E-Verify submission scenarios. After initial training services are completed, Premium Users gain free access, on a space available basis, to the general continuous series of regularly scheduled group webinar sessions. At Customer’s request, Hyland shall provide private group webinar sessions (Customer attendees only) for an additional fee of $95 per hour or as otherwise specified in an applicable Order Form. Upon written request and Hyland approval, Customer will have the right to record the training provided by Hyland and to use such recordings for internal training; provided, however, that Customer agrees to restrict access to Authorized Users only.

3.4 E-Verify Setup. Upon Customer’s request, Hyland will create one or more E-Verify subaccounts with the Department of Homeland Security (“DHS”), which will enable Customer to seamlessly submit I-9s from the Software to the E-Verify system. As part of the setup process, Customer will need to provide basic employer information to Hyland and sign a Memorandum of Understanding (“MOU”). Customer may also request that Hyland setup additional E-Verify MOUs (for separate but related legal entities) for an additional fee set forth in an applicable Order Form.

3.5 Data Feeds and System Integration. Upon Customer’s request and as specified in an executed Order Form or Statement of Work, Hyland will automate the sharing of certain employee information between the Software and Customer’s human resource application(s) in order to facilitate the timely completion and management of Customer’s new hire I-9 and E-Verify records. These Services may include batch transfer data feeds through secure FTP, encrypted data transfer through RESTful APIs, RESTful API/web services, SOAP-based web services, and Single Sign-On projects (together, “Integrations”) as indicated in an applicable Order Form.

4. ESTIMATED TIMELINE
Upon receipt of the signed Order Form referencing this SOW, Hyland will schedule a start date for the Services (“Project Start”) based on available resources and other client commitments. Once resources have been made available, the following milestones and estimated timelines will apply to the Services described hereunder. Please note this is a non-binding estimate, which will be refined, expanded, and finalized after the kick-off meeting specified below. Please also note that all time estimates listed are highly dependent on the diligence of Customer as detailed in section 5.1 below.

Implementation Milestone Milestone Description Estimated Timeline
Initial Kickoff Meeting Hyland assigns an Implementation Specialist to provide a detailed contextual overview of the Services, review each of the major milestones, and assign specific areas of responsibility. Following the initial kick-off meeting, the Implementation Specialist will provide Customer with a project plan and additional documentation related to the specific phases covered in the meeting. 1 to 2 weeks from Project Start
Account Setup and Configuration Customer completes setup templates that identify Customer locations, associated users, and security privileges to be used in the Software. The Implementation Specialist works with Customer to ensure context and understanding of the data structure and how all elements work together to achieve the desired I-9 workflow. Once completed, Hyland uploads the data to the Test Site for Customer’s review. 2 to 3 weeks
Integrations Hyland will assist Customer in automating the sharing of certain employee information between the Software and Customer’s human resource application through Hyland’s standard Integrations as indicated in an Order Form. 3 to 5 weeks
E-Verify Setup Hyland creates one or more E-Verify subaccounts with the Department of Homeland Security (“DHS”), which enable Customer to seamlessly submit information from the Software to the E-Verify system. As part of the setup process, Customer needs to provide basic employer information to LawLogix and sign a Memorandum of Understanding (“MOU”) which is required by the Department of Homeland Security (“DHS”). 3 days
Guardian Training Hyland will conduct initial training to Premium Users through three (3) live online webinars (each 60 to 90 minutes in length). 1 to 2 week period
Customer Testing

Customer reviews the Software and Integrations on the Test Site.

2 weeks
Go-Live / Move to Production Following Customer Testing, Hyland replicates the Test Site setup and configuration in the Software production environment. Production credentials are issued to Customer. 1 to 2 weeks

5. CUSTOMER RESPONSIBILITIES AND ASSUMPTIONS

5.1 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.

5.2 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.

5.3 Customer Technical Staff. If Customer elects to purchase Integrations, Customer is expected to have technical staff that is capable of understanding data exchange protocols including as applicable, FTP, web services, APIs, and SSO.

5.4 Data Quality. Customer acknowledges and agrees that data entered into the Software from Customer’s external systems is accepted on an “as-is” and “as-submitted” basis and is subject to Customer data entry errors. Customer is solely responsible for all source data cleansing needed.

5.5 Test Site. Hyland will provide Customer with a demonstration account for testing the Services (“Test Site”) to ensure conformance with the specifications and business requirements. Upon completion of the Services, the Test Site is subject to termination, and all access and data will no longer be available. In the event that Customer desires to maintain the Test Site for additional time periods, such access shall be subject to additional fees as 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; and (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.

5.6 Additional Data Feed and Integration Services. Upon completion of Integration Services (if ordered by Customer), Hyland obligations shall be limited to: (a) acquisition and processing of data from external systems as applicable and (b) notification of success or failure through automated log files sent to Customer. The Services does not include any post-implementation data monitoring. Customer is solely responsible for reviewing log files generated from the Software and taking corrective action if needed. In the event of a technical issue (other than an issue caused as a result of a change in source data by Customer), Hyland shall provide reasonable troubleshooting assistance. Any further support, consultation, or other technical assistance, including extensive troubleshooting assistance, may, at Hyland’s sole option, require Customer to enter into a separate written agreement for a mutually agreed upon fee.

5.7 Interruptions. Customer understands that there may be occasions, due to circumstances beyond Hyland’s control that may result in interruption or delay of Integrations. Hyland will use its best efforts to provide continual availability and timely correction of service issues. Hyland reserves the right to interrupt or delay services for purposes of upgrading, debugging, maintaining and improving software or equipment, among other reasons. To the extent feasible, Hyland will schedule these activities at the least inconvenient time so as to minimize interruptions, inconvenience, and delays to Customer.

6. PROJECT MANAGEMENT
6.1 Each party will each designate a project manager or implementation 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.

6.2 The Hyland and Customer PM may agree to schedule meetings by telephone or webinar at a mutually agreeable time to discuss open issues with the Services. 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. All such assistance will be conducted during the normal business hours of 8:00am to 5:00pm Mountain Standard Time (or as otherwise agreed to by Hyland).

6.3 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 emailing support@lawlogix.com. 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.

7. KEY HYLAND IMPLEMENTATION PERSONNEL
7.1 Implementation Specialist

  1. Serves as primary and sole point of contact during the implementation process.
  2. Responsible for the coordination of the Hyland implementation team to ensure tasks and milestones are completed on-time.
  3. Provides detailed timeline for implementation at beginning of project and works closely with Customer project manager to track adherence to deadlines.

7.2 Customer Success

  1. Tracks the status of Customer’s implementation and assists Implementation Specialist as needed.
  2. Engages with Customer to review Hyland support process and discusses additional services (if requested by Customer).
  3. Follows-up with Customer periodically after go-live and escalates issues to other Hyland team members as needed.

7.3 Training Specialist

  1. Responsible for providing an overview of how to configure/use the Software.
  2. Responsible for coordinating Hyland user training.

8. CHANGE CONTROL
Changes to the scope of the Services will be made by mutual written agreement of the 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.