Globalware Physical Fulfillment and Delivery Hosting Agreement

Exhibit 10.4

		Statement of Work   Globalware PFD Housting

SPSS — Globalware Physical Fulfillment and Delivery Hosting Agreement

Statement of Work

		Statement of Work   Globalware PFD Housting

Table of Contents
1. Terms and Conditions			3
1.1 Duration of Statement of Work			3
1.2 Change Control			3
1.3 Deviation			3
2. Background/Summary/Overview			3
2.1 Business Engagement			3
2.2 Quality Assurance			4
3. Definitions			4
4. Scope of Services & Service Level Agreements			4
4.1 Supply Management			4
4.2 Inventory Management			5
4.3 Physical Order Details			6
4.4 Returns and Return Material Authorization (RMA)			6
4.5 Reports, Automated Files & Emails, Tracking			7
4.6 Hours of Operation			8
4.7 Incident Reporting and Handling			8
5. Training			9
6. Backup Copies			9
8. Assumptions, Pre-requisites and Dependencies			9
9. Service Level Remedies			9
10. Roles and Responsibilities			11
10.1 Client Team Management — GWS			11
10.2 Account Management — GWS & SPSS			12
10.3 Resources			12
10.4 Meetings			13
11. Pricing, Commitment & Invoicing			13
11.1 Invoicing			13
11.2 Physical Fulfilment and Distribution Pricing			14
12. Acceptance			16

		Statement of Work   Globalware PFD Housting

Statement of Work

The work set forth below is being completed under the terms and conditions of this Statement of Work (hereinafter “SOW”) and the ‘Globalware Solutions Service Agreement’, dated May 10, 2007 (hereinafter “Agreement”), between GlobalWare Solutions, Inc. (“GWS”) and SPSS Inc. (“SPSS”).

This Statement of Work (SOW) is for the monthly operations of SPSS’ Physical Fulfilment and Distribution (PFD) program. This SOW is for a term of two (2) years commencing on the Effective Date (hereinafter the “Initial Term”). This Statement of Work shall automatically renew for successive one (1) year terms unless it is terminated in accordance with the Agreement, Section 9 of this Statement or a party informs the other party it does not wish to renew this Statement of Work as set forth below (hereinafter “Renewal Term”).

If GWS does not wish to renew this SOW after the Initial Term or any Renewal Term, then GWS must provide SPSS at least one (1) year written notice that they do not wish to renew this SOW. If SPSS does not wish to renew this SOW after the Initial Term or any Renewal Term, then SPSS must notify GWS in writing at least 90 days prior to the end of the current term that they do not wish to renew. Other than the above provisions this SOW cannot be terminated without cause. Except for as provided in Section 9 below, terms and conditions for termination with cause are defined in Section 4 of the Agreement.

A change in scope or needed enhancements is likely to occur and can/ will be identified by either GWS or SPSS. Any changes in scope will be managed by the GWS Account Management Team in conjunction with the appropriate SPSS counterparts. No enhancements or modifications will be made without written approval of SPSS and GWS.

In the event that there is deviation from this SOW, GWS and SPSS will mutually discern ownership of issue and whose responsibility it will be to provide corrective action according to respective procedures.

SPSS has chosen to engage with GWS, on a non-exclusive basis, as one of its providers of physical product and order fulfilment (PFD) in North America, EMEA, and Singapore. The following details in this SOW will meet the needs of SPSS business requirements inclusive of services and processes, ongoing operational activities and service level agreements (SLAs).

		Statement of Work   Globalware PFD Housting

GWS is a certified ISO 9001-2000 company and is governed by its ISO procedures to manage and ensure the service levels within

“Data Share” GWS’ online system that allows SPSS to upload new or updated product information and tracks the proofing in GWS’ environment.

“GlobalView “ GWS’ online systems that provides SPSS information, which includes but is not limited to order tracking and inventory counts.

“Ongoing Services” means the service being provided by GWS in hosting and delivering SPSS’ products through physical fulfilment.

“Term” means the term of this Statement of Work.

“Support Services” means the support, maintenance, and training services that GWS will provide SPSS with respect to the PFD.

“Professional Services” refers to services that GWS may provide to SPSS outside of the terms and conditions of this Statement of Work. Professional Services may encompass, but not be limited to, consulting advisory, development, and/or integration services.

“Standard Reports” are any reports that are provided with the GlobalView system, or any reports that can be created, configured, and modified solely by SPSS using end-user reporting tools provided by GWS.

“Custom Reports” are any reports provided to SPSS by GWS that require GWS programming resources to create, configure, or modify at the written request of SPSS.

	§		SPSS will provide forecasts for new products to be released for each GWS location
	§		SPSS will provide forecasts for existing products based on rolling forecasts and against historical reports and current inventory
	§		SPSS will provide POs for GWS supply and third party purchases according forecasts prior to GWS prurchasing or manufacturing components (e.g., CDs or other media; supplies for marketing materials).

		Statement of Work   Globalware PFD Housting

Item		North America		EMEA		Singapore
1. GWS Conventional Print & Media Components		5 to 10 Business Days		5 to 10 Business Days		5 to 10 Business Days
2. GWS Short Run Demand Print & Media		3 to 5 Business Days		3 to 5 Business Days		3 to 5 Business Days
3. GWS Sourced Packaging 1		10 to 15 Business Days		10 to 15 Business Days		10 to 15 Business Days
4. SPSS 3 rd Party Components 2		As scheduled and tracked by GWS AM		As scheduled and tracked by GWS AM		As scheduled and tracked by GWS AM
5. GWS Finished Goods Assembly Ready Components		Additional 1 to 2 Business Days from the days set forth in 1, 2, 3 and 4 above.		Additional 1 to 2 Business Days from the days set forth in 1, 2, 3 and 4 above.		Additional 1 to 2 Business Days from the days set forth in 1, 2, 3 and 4 above.
6. GWS Finished Goods Inventory Available for Order Fulfilment		Next Business Day from Assembly		Next Business Day from Assembly		Next Business Day from Assembly

GWS’ inventory and manufacturing services are an integral piece of the relationship between SPSS and GWS. GWS will maintain and manufacture inventory on behalf of SPSS. Requirements are as follow:

	§		Cycle Counting — GWS will validate SPSS inventory counts and compare to SPSS and GWS records to ensure that the SPSS inventory represented in SPSS accounting systems and on GWS’ systems is accurate. GWS will maintain a regularly scheduled cycle count program.
	§		CD Replication — GWS will manufacture CD’s on behalf of SPSS Inc. utilizing the guidelines provided by SPSS.
	§		Warehousing — GWS inventory is warehoused on pallets on site.
	§		Inventory Transfer Pick-Up — A key part of SPSS inventory management requires that bulk shipments can be made from various warehousing plants for either distribution to a supplier, customer or to another SPSS warehouse facility.
	§		Kitting — SPSS will utilize GWS to assemble and box together multiple products which make up a kit.
	§		Inventory and Product Availability — GWS will follow SPSS guidelines related to making new products and inventory available for shipment to our customers, distributors or another SPSS warehouse facility.
	§		Pick Accuracy Rate — GWS will handle the preparation required for compiling all of the products, labels, etc. required to fulfill any given order. SPSS requires a commitment to the accuracy levels for ensuring the customer receives what was depicted on the order.
	§		Inventory Dedication — GWS inventory is dedicated per agreement for system-to-system orders or web-store.

		Statement of Work   Globalware PFD Housting

§

GlobalView — GWS component and Finished Goods inventory can be viewed in GlobalView.

	§		SPSS systemic feeds of order batch files will be sent and processed at scheduled intervals.
	§		SPSS can enter orders manually into GlobalView.
	§		Orders received Monday to Friday are processed and fulfilled same day for stocked Finished Goods according to the table in section 4.6 below.
	§		Order fulfilment can be arranged for other hours or days as required, but must be planned in advance with reasonable amount of notice and carrier availability.
	§		GWS generates pick lists, packing slips, demand print License Authorization Code letters, and shipping labels according to SPSS specification.
	§		GWS will use shipping carriers as specified on orders received from SPSS. GWS accounts to be used.
	§		Requests for orders to be expedited, changed or cancelled will be accommodated whenever possible
	§		Export shipments require a SPSS signed Power of Attorney Form (on file at GWS)
	§		Export orders are processed through:

	o		North America: US Government MK Denial’s Denied/ Restricted Parties List
	o		EMEA: US Government MK Denial’s Denied/ Restricted Parties List
	o		Singapore: US Government MK Denial’s Denied/ Restricted Parties List

	§		SPSS will track any aspect of order status and customize reports in GV
	§		GWS will notify SPSS of undeliverable orders

	§		GWS will receive returns at the locations in the below table — Attn: SPSS Returns
	§		GWS inspects material for external condition and contacts SPSS for disposition including the handling of serial numbers and LACs and moves material accordingly

	§		RMA is received at the locations in the below table — Attn: SPSS RMA
	§		GWS inspects material for external condition and handles material according to RMA instructions
	§		GWS or SPSS can enter and process RMA in GV which includes instructions for disposition

North America		Globalware Solutions, 200 ward Hill Ave, Haverhill, MA 01835
EMEA		Globalware Solutions, European Manufacturing & Distribution Center Parellaan 70,2132 WS HOOFDDORPThe Netherlands
Singapore		Globalware Solutions, 9 Changi South Street 3 #0707 Singapore 486361

		Statement of Work   Globalware PFD Housting

It is expected that the following reports will be available/provided to SPSS:

Report(s)		Type / Source		Intended Audience		Frequency
SPSS Usage by Month		GWS GlobalView		Fulfilment & Distribution		Monthly
SPSS Daily Reorder Point		GWS GlobalView		Fulfilment & Distribution		Daily
SPSS Review Reorder Points Set		GWS GlobalView		Fulfilment & Distribution		Ad-hoc
SPSS Component Inventory		GWS GlobalView		Fulfilment & Distribution		Ad-hoc
SPSS-Finished Goods Inventory		GWS GlobalView		Fulfilment & Distribution		Ad-hoc
Order Receipt File		GWS Automated System File		Oracle Log File		Every 5 minutes — 24X7
Error Holds, Ship Date Holds, Export Holds, Inventory Holds		GWS GlobalView		Order Management Fulfilment & Distribution		Ad-hoc
Ship Confirm File		GWS Automated System File		Oracle Order Mgmt Module		Twice per day
Order Confirmation		Automated Email		SPSS Customer		Ad-hoc
Order Tracking		GWS GlobalView		Sales, Order Management Fulfilment & Dist Customer Service		Ad-hoc
RMA		GWS GlobalView		Customer Service		Ad-hoc
Address Correction Report		GWS Email		Fulfilment & Distribution		Monthly
Shipping Affidavits		GWS Email		Fulfilment & Distribution		Monthly/Quarterly
Invoices		GWS Email & USPS		Fulfilment & Distribution		Monthly — by the 5th day
Re-order point		GWS GlobalView		Fulfilment & Distribution		Bi-Weekly
Re-order point flag		GWS GlobalView		Fulfilment & Distribution		Daily
Inventory Reports		GWS GlobalView		Accounting Fulfilment & Distribution		Weekly/Monthly

		Statement of Work   Globalware PFD Housting

All reports are for standard reporting available within GWS reporting systems. Any customization requested by SPSS will be quoted via a statement of revision.

				Hours of
				Operation		Hours of		Hours of
Order and Account		Days of		North		Operation		Operation		Response
Inquiries		Operation		America		EMEA		Singapore		Time
Daily		Monday — Friday		8am — 5 pm CST		8am — 6pm CET		8 am — 6pm SGT		Acknowledgement Within 1 hours of notification
Last Business Day of Month		Monday — Friday		8am —