STATEMENT OF WORK FOR PROFESSIONAL SERVICES (CLICK-TO ACCEPT VERSION)

STATEMENT OF WORK FOR PROFESSIONAL SERVICES (CLICK-TO ACCEPT VERSION)

The terms and conditions of this Click-to-Accept Statement of Work for Professional Services (this “

SOW

”) governs the performance of software installation services or other professional

services related to EnCase software products (collectively, “

Services

”) performed by Guidance Software, Inc. (“

GSI

”) for any licensee of GSI’s EnCase software products (each a

“

Licensed Product

”) that has agreed to abide by the terms and conditions of GSI’s "click to accept" software licensing terms and conditions and professional services agreements

located at URL

http://www.guidancesoftware.com/corporate/EnCaseLicenseAgreement.aspx

(the “

Click-to-Accept Agreement

”). Any licensee of GSI’s EnCase software products that

agrees to the Click-to-Accept Agreement shall be referred to herein as a “

Client

”. By clicking “I agree and accept” at the bottom of the Click-to-Accept Agreement at the time of installing

any Licensed Product, Client hereby agrees to the terms and conditions of this SOW and the PSA (as defined below) as the contract which governs GSI’s performance of the Services. In

addition to this SOW, the terms and conditions of the Click-to-Accept Professional Services Agreement (the “

PSA

”) located at URL

http://www.guidancesoftware.com/corporate/EnCaseLicenseAgreement.aspx

also governs GSI’s performance of Services for Client.

To the extent Client and GSI have entered into a mutually-executed written agreement that is expressly applicable to the Services purchased by Client from GSI instead of any

click-to-accept terms, the terms of that written agreement shall govern in lieu of this SOW and the PSA. All Schedules attached hereto are made a part hereof and incorporated herein as if set

forth in this SOW. The Services to be delivered by GSI to Client are described in more detail on

Schedule A

attached hereto

,

and unless otherwise agreed in writing between GSI and

Client, the fees to be paid by Client to GSI in exchange for the Services are set forth in detail on

Schedule B

attached hereto.

_________________________________

By clicking “I agree and accept” at the bottom of the Click-to-Accept Agreement at the time of installing a Licensed Product, Client also acknowledges and agrees that the

terms and conditions of this SOW and the PSA shall govern any Services provided to Client by GSI.

_________________________________

S

S

The scope (“

Scope

”) of the Services is limited to assisting Client with the tasks expressly described on

Schedule A

. Any tasks requested by Client not expressly described on

Schedule

A

as being within the Scope will be billed pursuant to the PSA or as otherwise expressly agreed in writing between GSI and Client.

P

S

;

A

GSI

R

Services to be performed under this SOW will not be scheduled or performed prior to your acceptance of the Agreement and this SOW. GSI estimates that each Scope item listed on

Schedule A will be performed on the date(s) and/or in the timeframe(s) described on

Schedule A

(“

Performance Schedule

”). GSI normally requires confirmation of this Performance

Schedule at least 48 hours prior to onsite deployment of GSI consultants within the continental U.S. and at least 72 hours prior confirmation for international onsite deployment. If Client

confirms a start date, but re-schedules or cancels such start date within ten (10) calendar days of such start date, GSI reserves the right to invoice Client (and Client agrees to pay such

invoice) for (a) GSI’s actual costs incurred as a result of such re-scheduling or cancellation, and (b) fifty percent (50%) of the aggregate engagement fee if GSI, after making commercially

reasonable efforts to do so, is unable to re-allocate the scheduled consultant(s) to another engagement during the scheduled dates. GSI estimates* that the number of consultants set

forth on

Schedule A

can complete the Services within the Performance Schedule. GSI reserves the right to assign additional personnel to perform the Services in the time frame

indicated under “Performance Schedule”. All time estimates provided hereunder are based on our standard protocols for performing Service engagements. Any requests for interim

reports, data extraction or copies for the acquisition or restoration prior to the final report are billable in addition to these estimates.

D

GSI will deliver to Client the Deliverables, if any, set forth on

Schedule A

either as described in the Performance Schedule, at the completion of the Services or as otherwise agreed in

writing between Client and GSI.

F

E

-

E

In exchange for the Services, Client agrees to (i) pay GSI the fees, at the hourly rates and/or fixed amounts, as set forth on

Schedule B

; and (ii) reimburse GSI for GSI’s Service-related

expenses set forth on

Schedule B

.

T

C

1.

Ownership of GSI Software Products

. GSI may use EnCase software to provide Services hereunder. No rights whatsoever to such software are granted to Client hereunder.

2.

Effectiveness

. The purchased Services shall expire one (1) year from the Date of Client’s acceptance of the Click-to-Accept Agreement. If Client fails to schedule the Services

Schedule A to SOW

EnCase eDiscovery Done Right (400 hours)

S

S

;

D

The EnCase eDiscovery Done Right Service is designed to assist the customer in bringing eDiscovery in-house. After assessing the client’s current e-discovery

environment, the consultant(s) help instill best practices into eDiscovery phases while optimizing governance, risk management and compliance. To enable best

practices, the consultant helps the customer make optimal use of the eDiscovery product, including the Review platform. If desired, the consultant also assists the

customer in creating an eDiscovery Center of Excellence or governance body

, to be accomplished in the following Phases:

PHASE 1:

Provide an assessment of the customer’s eDiscovery policies, processes and organizational structure. Based on the findings,

provide recommendations to align the customer’s e-discovery procedures with industry best practices. Prioritize the recommendations into a

phased plan.

PHASE 2

: Assist customer’s team in implementing the highest priority recommendations and make optimal use of the EnCase eDiscovery

product, including the eDiscovery Review platform.

PHASE 3

(optional): Develop a plan for implementing an eDiscovery Center of Excellence (COE) to continue to align the eDiscovery

operations and teams with eDiscovery goals, best practices and initiatives.

PHASE 1

Phase 1 shall be limited to assisting Client with the following tasks:

PHASE 1 -- Task Descriptions

1.

Conduct a Project Kickoff meeting

-

Understand customer’s litigation and investigative demands for eDiscovery

-

Review project plan, schedule, and success criteria

-

Confirm customer’s team players and availability

-

Confirm hardware, network and software availability

-

Identify barriers to success

-

Establish a communication and status reporting schedule

2.

Present the industry Gartner Maturity Model and evaluate where customer’s eDiscovery program fits within this model.

3.

Conduct assessment of customer’s eDiscovery processes for following phases:

- Information Management

- Identification

- Legal Hold

- Collection

- Preservation

- Processing

- Review,

- Production

Assess each process for efficiency, effectiveness, repeatability and defensibility.

4.

Assess how well all the eDiscovery processes are integrated and automated

5.

Present the cost savings of bringing all phases of eDiscovery in-house

6.

Assess the customer’s eDiscovery program in the following areas:

-

Organizational structure

-

eDiscovery policies

-

Evidence controls

-

Case reporting

7.

Assist in conducting basic ROI analysis of eDiscovery program

industry best practices and achieve improvements in cost reduction, efficiency, and risk mitigation.

9.

Develop and present roadmap that enables customer to effectively take steps to implement the recommendations and achieve the customer’s

goals.

10.

Provide weekly status reports

Phase 1 shall be limited to delivering the following Deliverables:

PHASE 1 Deliverables

1. Presentation of how customer’s eDiscovery program fits with the Gartner Maturity Model

2. Presentation of assessment findings and recommendations

3. Presentation of cost savings of bringing eDiscovery in-house

4. Roadmap to implement the recommendations

5. Weekly status reports

PHASE 2

Phase 2 shall be limited to assisting Client with the following tasks:

PHASE 2 -- Task Descriptions

1.

Based on the agreed upon roadmap created in Phase 1 to achieve the company’s eDiscovery goals , determine the initiatives that the customer

would like the consultant to assist in implementing.

2.

Develop plans for implementing the desired initiatives in the timeframe available.

3.

Determine how consultants can help the customer optimize the use of the EnCase eDiscovery product or use the product to automate

processes.

4.

Develop plans for consultant to assist the customer with the EnCase eDiscovery product, including the eDiscovery Review platform, in the

timeframe available.

5.

Assist customer with the eDiscovery initiatives and/or use of the EnCase eDiscovery product as defined above.

Assistance in using the Review platform can include setup, training, or assistance with Review and Production for particular case(s).

6.

Provide weekly status reports

Phase 2 shall be limited to delivering the following Deliverables:

PHASE 2 -- Deliverables

1. Plan for implementing high-priority initiatives

2. Plan for assisting customer with EnCase eDiscovery product

3. Weekly status reports

PHASE 3

Phase 3 shall be limited to assisting Client with the following tasks:

PHASE 3 -- Task Descriptions

1.

Help define the goals or vision for an eDiscovery Center of Excellence or governance board

2.

Present the key focus areas and responsibilities of an eDiscovery Center of Excellence

3.

Assist in defining the structure of the Center of Excellence

4.

Present recommendations on how the Guidance Software Advisory Program (GAP) can assist the company’s Center of

Excellence be successful

Phase 3 shall be limited to delivering the following Deliverables:

PHASE 3 -- Deliverables

1.

Presentation of key focus areas and responsibilities of en eDiscovery COE

2. Weekly status reports

P

S

;

A

GSI

R

GSI estimates

*

that 1 consultant will be required to complete the Services within the following Performance Schedule:

Start Date:

TBD

Estimated Completion Date:

TBD

Work Day / Date

Scope Item / Service Performed

Schedule B to SOW

Fees and Expenses Estimate*

Client agrees to pay GSI the following fees, at the hourly rates or fixed amounts, set forth below and to reimburse GSI for the Service-related expenses set forth below:

Item

Code

Description

Rate

Qty.

Total

Hourly Based Services

Fees & Charges

1

256

EnCase eDiscovery Done Right (400 hours)

$110,000.00

1

$110,000.00

Expenses**

2

999

Travel Expenses – Airfare, Lodging, Transportation, Meals, Parking and other travel expenses

As Incurred

TOTAL:

$110,000.00

RETAINER: