End-to-End Integration Testing Only Statement of Work (“SOW”)

1. – Project Definitions

Terms, Definitions, Acronyms and Abbreviations

• Business Hours – Monday to Friday between 8:00 AM and 5:00 PM Pacific Time, excluding any iTradeNetwork designated holidays
• CR – Change Request as defined in Section 5.4
• Customer Materials – means those items described in Section 4.3
• Deliverables – means deliverables as described in Section 4.1
• Integration Partner(s) – as defined in Section 4.4
• Internal QA Sign-off Date – the date that iTradeNetwork deploys the Project Deliverables into iTradeNetwork’s respective test environment(s) and notifies Customer
• Professional Services – means implementation, integration, education, value acceleration, consulting or other special services that iTradeNetwork provides as described under this SOW
• Production Release Date – means the date Project Deliverables developed herein are deployed into the production environment
• Project Kick Off – a mutually agreed date to start the Project by iTradeNetwork and Customer
• SME – Subject Matter Expert
• TBD – To Be Determined
• UAT – User Acceptance Testing

2. – Project Overview

2.1 – Project Overview

Testing Only: iTradeNetwork will provide Customer with Professional Services to provide end to end integration testing support. The documents included shall be listed in the Quote and such integrated Documents will be transmitted via the existing Connection Method; AS2 or sFTP (the “Project”).

3. – Project Logistics/Contacts

3.1 – Location, facilities, contacts, and other logistical requirements

All communication related to the Project will be performed via conference calls, emails, online conference meetings (e.g. Zoom) and/or direct calls during regular iTradeNetwork Business Hours. The iTradeNetwork Project Manager will engage in regular communications with the Customer Project Manager on status of the Project. All configuration and testing work will be performed at iTradeNetwork’s facilities.

If Customer requests that any portion of this Project be performed on-site at Customer’s or another party’s premises, be performed on weekends, and/or performed outside of iTradeNetwork Business Hours, iTradeNetwork and Customer will mutually agree on the logistics and any additional costs as applicable, including reasonable travel and other expenses. Such costs will be pre-approved in a separately executed CR. Any such travel and other expenses shall be billed monthly as incurred, and be non-refundable, and non-cancelable.

3.2 – Contact Information

Customer:

Title	Name	Contact #	E-Mail
Project Manager	Project Manager	*Customer to provide to iTradeNetwork prior to Project Kickoff	*Customer to provide to iTradeNetwork prior to Project Kickoff
Project Sponsor	Project Sponsor	*Customer to provide to iTradeNetwork prior to Project Kickoff	*Customer to provide to iTradeNetwork prior to Project Kickoff

iTradeNetwork:

Title	Name	Contact #	E-Mail
Project Sponsor	Deepak Viswanath	925-660-1111	dviswanath@itradenetwork.com

Note: iTradeNetwork team resources will not be assigned until after SOW execution and will be responsible for coordinating and scheduling an initial Project Kick Off meeting and overseeing the Project implementation.

4. – Project Scope

4.1 – Primary Project Objectives/Deliverables

The Deliverables are set forth below and have been determined based on information provided by Customer as of the SOW Effective Date.

EXECUTE/BUILD:

Testing Only:

There are no changes to the connection method, to the file format type and/or the EDI ID’s. During testing, if the iTrade technical team reports changes to the connection method, changes to the file format or EDI ID’s that would mandate a CR and an additional fee would apply.

TESTING (UAT) DELIVERABLES:

iTradeNetwork will perform end to end testing for the documents listed in the Quote that are currently in Production.

iTradeNetwork will send up to two (2) PO’s to Customer in iTradeNetwork’s Stage environment. In the event that any of the PO’s fail, iTradeNetwork will retest and make commercially reasonable efforts to resolve the issue.

DEPLOYMENT DELIVERABLES:

1. Production Release Date
• iTradeNetwork and Customer to mutually agree on an initial Production Release Date after testing and UAT are complete and accepted by Customer. Notwithstanding the foregoing, the date will be determined expressly subject to iTradeNetwork’s general production release schedules and the implementation schedule being met.
2. Contingency Plan
• If material issues arise during the production release, iTradeNetwork and Customer will work on and resolve the issues directly in production via the iTradeNetwork Customer Support process.
3. Post Production Support
• iTradeNetwork Project Management will monitor the Deliverables to production under this SOW for up to ten (10) business days after the Production Release Date. Upon completion of Deliverables, Customer shall provide Final acceptance per Section 5.3. Thereafter, any requested support must be submitted to iTradeNetwork Support.

4.2 – Project Assumptions and Risks

Project Assumptions:

1. The parties will commit the required resources to complete the Project within the agreed to schedule.
2. The parties will provide the resources described in this SOW and all information outlined in the Project Plan in a timely manner.
3. The success of this Project is dependent on Customer’s timely review of the Deliverables including conducting their own internal validations and/or certifications to make sure business and technical processes are met in all applicable Customer systems.
4. iTradeNetwork will furnish its own development, test, and production hardware environments for this Project.

Project Risks:

1. All testing will be done through iTradeNetwork’s test environment and because this is the test environment for all iTradeNetwork changes, testing delays may occur.
2. Delays in the timely receipt of data, files and/or feedback during any phase of the Project may impact Project timeline estimates.
3. If the appropriate and/or required Customer resources are not committed or any additional work that is considered out of scope is identified, the Project may be delayed.
4. All modifications will be addressed through a CR. CR’s may extend the Project timeline and increase the costs associated with the Project depending on the iTradeNetwork CR assessment.
5. Proper utilization of the defined workflow and functionality in the Solution is critical to the functionality defined within this Project. Any changes to the workflows will cause impacts to the business and may require a CR.

4.3 – Customer Obligations and Customer Materials

1. Customer will ensure that it and its suppliers and agents provide iTradeNetwork at no charge and in a timely manner with access to all facilities, equipment, data, information, tools, software, documentation, materials or other information or resources set forth in this SOW and any subsequent communications from iTradeNetwork, as well as access to and responses from personnel and agents, reasonably required by iTradeNetwork to provide the Professional Services under this SOW (“Customer Materials”). Customer grants iTradeNetwork the right to use Customer Materials to the extent required for iTradeNetwork to perform the Professional Services. Further, iTradeNetwork’s performance of the Professional Services depends on Customer Materials being provided in a timely manner and that any failure or delay will prevent or delay iTradeNetwork’s performance of the Professional Services.
2. Customer will be responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect Customer’s application systems, programs, or data to which iTradeNetwork will have access during the Project. It is Customer’s responsibility to ensure the systems, programs, and data meet the requirements of those laws, regulations and statutes.
3. Customer will be responsible for the content of any of its data and databases, access and use, backup and recovery and the security of its data.
4. Customer to work with the iTradeNetwork Project Manager and Project Team Lead during the Project implementation phase on all Deliverables herein.
5. Timely acceptance of the Deliverables as described in Section 5.
6. Except as stated in Section 4.1, no training or other material will be provided.
7. Customer will provide iTradeNetwork with the necessary access to any relevant internal Customer systems that may be required for the performance of the Professional Services under this SOW and provide reasonable access to the applicable SME for such systems and any third party systems.
8. Customer will ensure that it gains all necessary consents and authorizations for any logo, trademark or other intellectual property to the extent applicable for this Project.

4.4 – Out of Scope

This SOW reflects iTradeNetwork’s and Customer’s best understanding of the Project scope as of the SOW Effective Date. Should any items arise that are beyond the scope of the Professional Services described in Section 2.1 and 4.1, they will be considered out of scope and will require a CR. The following items are out of scope:

1. Any customizations and modifications to iTradeNetwork’s standard integration, functionality, and workflow except as specifically described in Section 2.1 and 4.1.
2. New requirements that require additional resources on the part of iTradeNetwork and/or that impact the cost, timing, scheduling or workflows.
3. In the event that Customer implements changes to any of its systems or existing applications, including without limitation, where Customer replaces an application with a new one or changes an existing integration that requires either i) reintegration; ii) recertification and/or iii) testing or configuration; or that causes the existing integration to fail. Such work may be subject to additional fees which shall be scoped in a separate statement of work or a CR.
4. iTradeNetwork assumes no responsibility for any connectivity or integration related services or charges by any third party providers or value added networks (“Integration Partner(s)”). To the extent any Integration Partner charges iTradeNetwork or Customer, Customer shall be responsible for such fees and any related costs and Customer will either pay the Integration Partner directly or be invoiced by iTradeNetwork.

5. – Project Implementation Methodology and Project Estimated Due Dates

5.1 – Project Schedule Estimate

Project Phase	Estimated Schedule/Duration	Acceptance
Initiate: Project kickoff/ Planning Design Configuration	Commences on Project Kickoff Date (1 week(s) estimated duration)	N/A
Testing: Documentation and UAT	Commences approximately 2 week(s) after Internal QA Sign-off Date through UAT acceptance (6 to 8 weeks estimated duration)	UAT acceptance occurs upon Customer’s approval of a UAT acceptance form per Section 5.3
Deployment: Production Release Date	Based on iTradeNetwork’s standard deployment schedule for the Solution and UAT acceptance by Customer	Final acceptance occurs upon completion of Project Deliverables per Section 5.3

The estimated Project schedule provided above is based on the amount of effort typically required for a standard implementation involving the Deliverables stated herein. A Project plan with actual dates will be provided based on a schedule agreed to by the parties during the Project Kickoff discussions. The agreed schedule will be based on the reasonable resource availability of iTradeNetwork and Customer. Following Project commencement, and an agreed Project plan, any material slippage to the agreed dates will push back the overall Project schedule and negatively impact resource allocation by iTradeNetwork and, accordingly, be subject to a CR.

5.2 – Schedule

iTradeNetwork will use commercially reasonable efforts to provide the Deliverables in accordance with the agreed schedule, destination and format/medium set forth in the Project plan. The iTradeNetwork Project Manager will provide Customer Project Manager with notice of any delay in a Deliverable’s delivery date as far in advance of its scheduled due date as reasonably practicable. iTradeNetwork shall not be liable for or be considered to be in breach or default on account of, any delay or failure to perform any Professional Services due to breakdown of or damage to any equipment, facilities or other property under the control of Customer; unavailability of Customer Materials, supplies, equipment, transportation, services and other necessary items; and any act or omission of Customer, its agents, or any other third party.

iTradeNetwork will not be responsible for any delays to this Project schedule which are solely due to or caused by the acts or omissions of Customer. For purposes of this paragraph, “delay” shall mean any delay in the Project that affects the completion of any Project Deliverable from being completed as scheduled. In the event of a delay caused by Customer the parties will enter into a CR to reflect the revised schedule. Notwithstanding the foregoing, if such delay occurs, iTradeNetwork may suspend or terminate the SOW, and services will not be resumed until the execution of a CR. Any additional Professional Services or any additional costs due to delays by Customer will require the written approval of Customer.

5.3 – Review of Results

Completion of UAT shall be evidenced by Customer’s approval of a UAT acceptance form, such acceptance not to be unreasonably withheld. If Customer does not approve the acceptance form or provide a written description of material non-conformance of UAT within five (5) business days, UAT will be deemed accepted. If any other Deliverable has not materially conformed with the specifications outlined herein and as outlined in Section 4.1, Customer may only reject such Deliverable by doing so in a writing to iTradeNetwork that specifies in reasonable detail the non-conformance. iTradeNetwork will use commercially reasonable efforts to: a) correct the Deliverable within ten (10) business days, or b) if it is impracticable to correct the Deliverable within such time period, provide Customer with a written plan to correct the Deliverable, including a schedule, within three (3) business days. If iTradeNetwork disagrees with Customer’s rejection of the Deliverable, iTradeNetwork’s Project Manager will immediately notify Customer’s Project Manager and schedule a meeting to discuss and resolve the issue.

5.4 – Changes

Some minor changes to this SOW’s scope based on daily interaction between the parties is expected and such changes that do not materially impact Deliverables, schedule or costs will not require a formal, written change mechanism for approval. However, any changes materially impacting Deliverables, schedule or costs must be mutually agreed upon by the parties in writing via a CR before proceeding. The originator of the change must submit a written request setting forth the proposed change in reasonable detail to the other party’s Project Manager, who in turn will review the request and respond within a reasonable period. The iTradeNetwork Project Manager will document the schedule, resource and cost implications in a CR. No work related to the CR shall commence until both parties have signed the CR. All CR’s shall be subject to the terms and conditions of this SOW and the Agreement.

6. – Fees and Payment Details

All Fees and Payment details shall be stated in the Quote.

7. – Term and Termination

Unless otherwise agreed upon by the parties and duly executed in writing, and subject to the terms provided herein, the obligation of iTradeNetwork to provide Professional Services to Customer under this SOW expires the earlier of: 1) expiration or termination of the Agreement; 2) completion of the Deliverables described in this SOW; or 3) twelve (12) months from the SOW Effective Date (“Expiration Date”) unless delay is caused by the acts or omissions of iTradeNetwork in which case the Expiration Date shall be extended by a period of time equal to such iTradeNetwork caused delay.

Either party may request to terminate this SOW upon thirty (30) days prior written notice. Any such termination shall be subject to a CR specifying the termination date and executed by the parties. Notwithstanding anything herein to the contrary, in the event Customer terminates this SOW, Customer shall be obligated to pay in full without deduction or offset all unbilled or unpaid fees incurred by iTradeNetwork for the Professional Services provided up to the date of termination plus any non-cancellable commitments that have been incurred by iTradeNetwork. Upon the termination date, iTradeNetwork will immediately cease performing the Professional Services. In the event that Customer either i) places the Project on hold without an executed CR in place for more than fourteen (14) days from date of Customer’s notice of intent to terminate or ii) abandons the Project or is unreachable for a period of more than ten (10) business days without notice shall be deemed an abandonment, then, Customer acknowledges and agrees that: a) this SOW shall be deemed terminated as of the lattermost day from either condition i or ii above, b) iTradeNetwork shall have no further obligations to perform Professional Services under this SOW, and c) Customer shall be obligated to pay in full without deduction or offset all unbilled and unpaid fees incurred by iTradeNetwork for the Professional Services provided up to the date of such termination plus any non-cancellable commitments that have been incurred by iTradeNetwork. Any unbilled or unpaid fees set forth herein shall be non-refundable and non-cancelable.

8. – General

Any capitalized terms not defined in this SOW shall have the meanings ascribed to them in the Agreement. This SOW supplements and incorporates by reference the relevant terms of the Agreement. The terms of this SOW shall be construed as much as possible in a manner that is consistent with the Agreement, but shall supersede any conflicting or inconsistent terms of the Agreement.

The parties acknowledge and agree that iTradeNetwork is in the business of providing supply chain services to third parties that are or may be substantially similar to the Professional Services being provided to Customer. Customer agrees that iTradeNetwork will be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any Professional Services provided or performed under this SOW, subject to its obligations with respect to Customer’s Confidential Information pursuant to the Agreement.

Customer is solely responsible for the use of any test/sample data processed through iTradeNetwork’s development or testing environments. iTradeNetwork will not be responsible for how Customer processes such data in their integration, their systems or during their UAT. iTradeNetwork will not under any circumstances be liable in the event that Customer elects to use a “live” or “production system” to process iTradeNetwork’s test/sample data and Customer shall hold iTradeNetwork harmless for any loss or issues related thereto.

Ownership of and title to all technology, including but not limited to, all ideas, concepts, inventions and software, developed by iTradeNetwork prior to and during the Professional Services provided hereunder and all related intellectual property rights, and any associated technical or user manuals or other documentation (“iTradeNetwork Materials”), shall remain the sole and exclusive property of iTradeNetwork. Customer will not, and will ensure that each Authorized User does not, delete or in any manner alter the copyright, trademark, and other proprietary rights notices of iTradeNetwork, if any, appearing on any iTradeNetwork Materials in Customer’s possession. Customer will reproduce such notices on all copies it makes of iTradeNetwork Materials. Customer’s use of iTradeNetwork Materials will be limited to internal use only in connection with and only so long as Customer uses the Solution. Customer will not attempt to unlock, or run third-party software applications other than approved integrated applications or browsers upon, or disrupt operation of iTradeNetwork Materials, in whole or in part. Customer may not modify, disassemble, de-compile, or reverse engineer iTradeNetwork Materials.