EX-10.18.(b)



 DocuSign Envelope ID: AA0CA745-9895-425B-909C-ADF68A7DD369 

Exhibit 10.18(B) 
  

					
	Microsoft PO #	  	 	***	  
	DealPoint ID #	  			

 Statement of Work 
 (“SOW”) 
 Addresses and contacts for notices 

 

			
	 “Microsoft”
	  	 “Vendor”

		
	 Company Name: Microsoft Corporation
	  	Company Name: Bsquare Corporation
		
	 Primary Contact: ***
	  	Primary Contact: ***
		
	 Address: One Microsoft Way

Redmond, WA 98052-6399
	  	 Address: 110 110th Ave NE, Suite 200
 Bellevue, WA 98004-5840

		
	 Phone number: 425-882-8080
	  	Phone number: 425-519-5250
		
	 Email: ***
	  	Email: ***
		
	 Secondary Contact: ***
	  	 Secondary Contact: ***

		
		  	Microsoft Vendor Number: ***

  

			
		
	 SOW Effective Date:
	  	July 1, 2012
		
	 SOW Expiration Date:
	  	December 31, 2012
		
	 DealPoint # for Master Agreement
	  	MMVA: ***
		
		  	MSCA: ***

 Agreed and accepted 
  

							
	Microsoft	  	Vendor
	 Microsoft Signature:
	 	***	  	Vendor Signature:	  	




	 Microsoft Name:

***
	  	 Vendor Name:

Brian Crowley

		
	 Microsoft Title:

General Manager
	  	 Vendor Title:

President and CEO

		
	 Microsoft Date:

June 15, 2012 | 17:20 PT
	  	 Vendor Date:

June 15, 2012 | 08:12 PT


  

					
	 SOW (Short Form)

January 2011 v.6
	 	 Confidential
	 	Page 1 of 5

 Confidential treatment has been requested for portions of this document. This document omits the information subject
to the confidential treatment request. Omissions are designated as ***. A complete version of this document has been filed separately with the Securities and Exchange Commission. 








 DocuSign Envelope ID: AA0CA745-9895-425B-909C-ADF68A7DD369 

 

 This SOW, executed in accordance with the terms of that certain Microsoft Master Vendor Agreement (the
“Agreement”) dated June 6, 2008 between Microsoft and Vendor is entered into by the parties and effective as of the SOW Effective Date above. 
  

	1.	Description of Services 

 Pursuant
to and in conformance with any standards, guidelines and/or specifications which may be provided by Microsoft to Vendor from time to time, Vendor will deliver to and/or perform for Microsoft the following goods, services and/or other items or
materials as a work made for hire (collectively, the “Services”). 
 Vendor will provide Vendor engineers to assist with feature
development, feature verification, and system stabilization via failure analysis and bug fixing for the Ford Gen2 project. The Vendor engineers will work under the supervision of the Microsoft WEB Connected Car team and may be required to work
onsite in Microsoft facilities. 
 All Services shall be treated as Microsoft Confidential Information unless otherwise designated by Microsoft.

  

	2.	Deliverables/Delivery Schedule 


Vendor shall complete and deliver all Services to Microsoft on or before December 31, 2012. The milestone delivery schedule for the Services,
if applicable, shall be as follows: 
  

							
	 Milestone #
	  	 Brief Description of Services to be completed by

Vendor and delivered to Microsoft
	  	Due on or Before	 
	 1
	  	Provide engineering feature dev, verification and system stabilization via failure analysis and bug fixing for the FordGen2 project	  	 	07/31/2012	  
			
	 2
	  	Provide engineering feature dev, verification and system stabilization via failure analysis and bug fixing for the FordGen2 project	  	 	08/31/2012	  
			
	 3
	  	Provide engineering feature dev, verification and system stabilization via failure analysis and bug fixing for the FordGen2 project	  	 	09/30/2012	  
			
	 4
	  	Provide engineering feature dev, verification and system stabilization via failure analysis and bug fixing for the FordGen2 project	  	 	10/31/2012	  
			
	 5
	  	Provide engineering feature dev, verification and system stabilization via failure analysis and bug fixing for the FordGen2 project	  	 	11/30/2012	  
			
	 6
	  	Provide engineering feature dev, verification and system stabilization via failure analysis and bug fixing for the FordGen2 project	  	 	12/31/2012	  


  

					
	 SOW (Short Form)

January 2011 v.6
	 	 Confidential
	  	Page 2 of 5

 Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete
version of this document has been filed separately with the Securities and Exchange Commission. 









 DocuSign Envelope ID: AA0CA745-9895-425B-909C-ADF68A7DD369 

 


	3.	Payment 

  

	3.1	Services Fees 

 As
complete and final payment for Services which has been completed and delivered by Vendor to Microsoft and which has been accepted by Microsoft, Microsoft shall pay Vendor a total fee not to exceed Three Million Two Hundred Sixty Two Thousand One
Hundred U. S. Dollars ($3,262,100.00 USD) in accordance with the following milestone payment schedule: 
  

					
	 Milestone #
	  	 Not to Exceed Payment Amount
	  	 Delivery/Payment Date

	 1
	  	$506,960.00 USD	  	07/31/2012
	 2
	  	$583,004.00 USD	  	08/31/2012
	 3
	  	$532,308.00 USD	  	09/30/2012
	 4
	  	$532,308.00 USD	  	10/31/2012
	 5
	  	$506,960.00 USD	  	11/30/2012
	 6
	  	$506,960.00 USD	  	12/31/2012
	 Sub-Total
	  	$3,168,500.00 USD
	 Travel Expenses (if any see Section 3.2, below)
	  	$15,000.00 USD	  	
	 Total
	  	$3,183,500.00 USD

  

	3.2	Expenses 

 Vendor will bear sole
responsibility for all expense incurred in connection with the performance of the Services, unless otherwise agreed to in advance in writing by Microsoft. Table D, below, sets forth a representative sample of expenses and estimated amounts for which
Vendor may seek Microsoft’s prior written approval. 
 Table D 

 

									
	 Expense Description
	  	Monthly Rate	 	  	Aggregate Rate
for the term of
the SOW
Total	 
	 Akron Vehicle Charges (fuel, parking, tolls, service, tax, misc.)
	  	$	***	  	  	$	***	  
	 Rent Charges (Charge-back to Microsoft)
	  	$	***	  	  	$	***	  
	 Travel (hotels, flights, taxis, meals, parking)
	  	$	***	  	  	$	***	  
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	***	  	  	$	***	  
		  	  
	  
	 	  	  
	  
	 

  

	4.	Source Code 

 Vendor’s access
to and use of the Windows Embedded Automotive source code provided by Microsoft to Vendor for purposes of performing the Work described under this SOW, shall be governed by the terms and conditions of the Microsoft Master Source Code Agreement(s)
entered into by and between the parties on January 16, 2012 and the associated License Form(s) effective as of July 1, 2012 (“Source Code Agreements”). The source code shall only be used for purposes of performing the Work and
may not be used for any other purpose. If a conflict arises between the terms of this SOW and the Source Code Agreements, the terms of the Source Code Agreements shall govern with respect to Vendor’s use of the source code. 

  

					
	 SOW (Short Form)

January 2011 v.6
	 	 Confidential
	  	Page 3 of 5

 Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete
version of this document has been filed separately with the Securities and Exchange Commission. 









 DocuSign Envelope ID: AA0CA745-9895-425B-909C-ADF68A7DD369 

 


	5.	Vendor’s Use of Microsoft Materials 

 In accordance with Section 3.1 of the Agreement, “Microsoft Materials” shall be defined as Windows Embedded Automotive source code and any and all other information, software or tools
provided to Vendor by Microsoft for the purpose of performing the Work outlined in this SOW. 
  

	6.	Additional Obligations 

  

	6.1	Resource Requirements 

 6.1.1 All
Vendor engineers must be proficient in embedded system design and integration, and may have more specific requirements based on specific project areas. All Vendor engineers must be proficient in spoken and written English for project communication
and creating/updating engineering specifications. In addition, Vendor verification engineers must be proficient in embedded system verification testing. 
 6.1.2 In the event a resource in Table E is no longer available to work providing Services, Vendor will propose a qualified replacement. Microsoft will have the option to interview the candidate and add
their name to Table E. Their rate level will be determined by joint agreement as between Microsoft and Vendor. 
 6.1.3 In the event Microsoft
would like more resources from Vendor to provide Services, Vendor will propose a qualified resource. Microsoft will have the option to interview the candidate and add their name to Table E. Their rate level will be determined by joint agreement as
between Microsoft and Vendor. 
 [Remainder of this page is intentionally left blank.] 

  

					
	 SOW (Short Form)

January 2011 v.6
	 	 Confidential
	  	Page 4 of 5

 Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete
version of this document has been filed separately with the Securities and Exchange Commission. 









 DocuSign Envelope ID: AA0CA745-9895-425B-909C-ADF68A7DD369 

 

 Exhibit A 
 This Table E defines the employees Vendor will apply to the project beginning on the SOW Effective Date. 
 Table E 
  

			
	 Name
	  	Level
	 ***
	  	


  

					
	 SOW (Short Form)

January 2011 v.6
	 	 Confidential
	  	Page 5 of 5

 Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete
version of this document has been filed separately with the Securities and Exchange Commission.