sncr33118ex1547






                   CHANGE REQUEST (CR) No 8 to SOW No. 1.    WHEREAS, Verizon Sourcing LLC (“Verizon”) and Synchronoss Technologies, Inc. (“Supplier” or  “Synchronoss”) are parties to an Application Service Provider Agreement dated April 1, 2013, as  amended, with the contract number **** (the “Agreement”); and   WHEREAS, the Parties have entered into Authorization Letters and Statements of Work under the  Agreement (collectively, the “SOWs”) as follows:      (a) Statement of Work No. 1 (Schedule No. 1 to Authorization Letter # No. 1 attached to the        Agreement), as amended (the “SOW No. 1”),       (b) Statement of Work No. 2 (Schedule No. 1 to Authorization Letter # No. 2 providing mobile        content transfer functionality) (number ****) as amended (the “SOW No. 2”), which is        terminated and no longer in effect.      (c) Statement of Work No. 3 (Schedule No. 1 to Authorization Letter # No. 3, providing interfaces to        the services of Photobucket) (number ****) (the “SOW No. 3”,       (d) Statement of Work No. 4 (Schedule No. 1 to Authorization Letter # No. 4, “Montana Platform”)        (number ****), as amended (the “SOW No. 4”),      (e) Statement of Work No. 5 (Schedule No. 1 to Authorization Letter # No. 5, providing an API        Program License) (number ****), as amended (the “SOW No. 5”),      (f) Statement of Work No. 6 (Schedule No. 1 to Authorization Letter # No. 6, “Cloud API        Professional Service”) (number ****), as amended (the “SOW No. 6”)      (g) Statement of Work No. 7 (Schedule No. 1 to Authorization Letter #7, “Network Contact Software        and Support Service”) (number ****) (the “SOW No. 7”), and      (h) Statement of Work No. 8 (Schedule No. 1 to Authorization Letter #8, “Software Release”)        (number ****) (the “SOW No. 8”).   WHEREAS, the Parties wish to further amend the SOW No. 1 to:      (a) extend the term of SOW No. 1;      (b) modify requirements and terms for Hosting Services under SOW No. 1; and          (c) modify the pricing and fee structure for the Solution and related Professional Services under        SOW No. 1.          THERFORE, the Parties hereby agree to amend SOW No. 1 as follows:       A. Section 1.2 is hereby updated to include the following new definitions:                “Free Subscriber” shall mean a Subscriber to Verizon Cloud offering that does not pay a Verizon        Cloud service fee and who is otherwise not a Paid Subscriber (as defined below). Such Free        Subscriber(s) include but not limited to:   ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        1                                                                                   





 






               •  A Subscriber that participates under a free trial for a limited trial period (such                    period not to exceed **** from the date service is first made available to such                    Subscriber);                  •  A Subscriber that is a Verizon Employee/Concession account who has Verizon                    Cloud Services and who is utilizing media storage. For clarity, “media storage”                    includes a Subscriber storing any Data Classes (example, photos and videos) that                    are not a Data Class that is part of NAB which are covered under the NAB                    Agreement;                 •  A VOBS (Verizon Online Business Subscriber)/Telco Subscriber who is eligible                    to use media storage and is not otherwise a Subscriber to Verizon mobile                    services;                 •  A Subscriber that is currently obtaining the “MoreEverything” promotion with up                    to **** of storage with media Data Class profile; and                 •  A Subscriber that is obtaining either the existing **** promotion with media                    Data Class profile                                         For clarity, an account profile of Contacts (Data Class) user only (with no media                    Data Class profile associated with the account) that does not pay a Verizon Cloud                    service fee shall not contribute to the Free Subscriber count.                            “Paid Subscriber” shall mean a Subscriber to Verizon Cloud where such Subscriber:                         •  is being billed by Verizon a recurring service fee for Verizon Cloud;                                     •  is being billed by Verizon a service fee for Verizon Cloud services on a “pre-                   pay” basis for the duration of the period for which the Subscriber was to prepay;                                       •  is being billed by Verizon a fee for a Bundle Offering (as defined below) unless                    the parties mutually agree in writing that, for a given Bundle Offering, that                    Subscribers (or a portion or class thereof) on such Bundle Offering shall not be                    deemed Paid Subscribers.                For the avoidance of doubt, a Subscriber or user need not be enrolled or establish a        solutionaccount on Supplier’s Cloud Platform to be deemed a Paid Subscriber.                                  “Bundle Offering” means a service plan, service profile or promotion whereby a                    fee paid by a Subscriber permits access or use of a group, service plan, service                    class or ‘bundle’ of services or features offered by Verizon that includes access                    or use of Verizon Cloud and the amount payable for Verizon Cloud service is not                    distinctly itemized or separated from the amounts payable for other services or                    features for which such Subscriber is eligible to receive.  Prior to offering a                    Bundle Fee, Verizon shall notify Supplier and the Parties shall mutually agree on                    tracking and reporting for any Subscribers participating under such Bundle                    Offering. The Parties will mutually agree to the fees for such Bundled Offering.       B. The “Initial Term” in hereby extended and renewed through December 31, 2022.  Accordingly,        Section 1.3 of SOW No. 1 is deleted in its entirety and replaced with the following:             “This SOW is made and entered into on and as of December 20th, 2013, and shall continue          until December 31, 2022 (the “Initial Term”).  Thereafter, this SOW shall automatically          renew for up to five (5) additional two (2) year periods (each, “Renewal Term”), unless (i)          Verizon provides Synchronoss  with written notice of its intent not to renew at least ninety          (90) days prior to the end of the then-current Initial Term or Renewal Term or (ii)      ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        2                                                                                   





 






         Synchronoss provides Verizon with written notice of its intent not to renew at least twelve           (12) months prior to the end of the then-current Initial Term or Renewal Term, as the case           may be (each such date, the applicable “Renewal Decision Date”).  The “Term of this SOW”           shall be the Initial Term, together with Renewal Term(s), if any.  For the avoidance of doubt,           the license term of the Software under Section 5.2 of the Agreement shall be the Term of this           SOW.  Except as permitted under the Agreement or this SOW, in any Renewal Term, the           terms and conditions in effect for such Renewal Term shall be those in effect for the last year           of the Term prior to such renewal.”                    A. Effective January 1, 2018, Section 4 (Fees and Charges) of SOW No. 1 is hereby deleted in its        entirety and replaced with the following:              “ 4. Fees and Charges                      4.1 Fees and Charges           The fees outlined herein cover the items listed in this SOW No.1.  Any additional           deliverables not expressly stated shall require a separate Change Request or SOW with terms           and conditions agreed upon by the Parties. Fees shall be invoiced and paid in accordance with           the Agreement and the fee schedule outlined below. Fees under this SOW No. 1 exclude           applicable taxes.                       Use of the Content Hub Solution web portal by a given Subscriber within the month shall be          considered one Subscriber, regardless of how many different access points are used to          interact through the Solution.  Registration alone by the Subscriber shall not be sufficient to          consider the Device active.                    4.2 Content Hub Software Subscription License Fee           (a) Beginning on January 1st 2018, Verizon shall pay a monthly subscription fee for           Subscribers, by type of Subscriber (based on such Subscriber being a Paid Subscriber or Free           Subscriber in such month) and the “year” of the Initial Term as set forth in Table 4.2a below.              At the sole discretion of Verizon, Verizon will install (or have a third party install) the Client           Software for the Content Hub Solution on Devices made commercially available by Verizon.                      (b) The Content Hub Subscription License Fee shall be paid by Verizon to Supplier monthly          in arrears as follows:                        Table 4.2a           Year   Price per   Minimum number  Number of Free    Price per month                  month per   of Billed        Subscribers      per Free                  Paid        Subscribers      included in Billed Subscriber for                  Subscriber  required in each Sub Minimum each each Free                  for the Year month of the Year month (“Free Sub Subscriber in                  (the “Paid  (“Billed Sub     Allotment”)**    excess of the Free                  Sub Fee”)   Minimum”)*                        Sub Allotment**           Year 1 ****        ****            ****              ****           Year 2 ****        ****            ****              ****           Year 3 ****        ****            ****              ****           Year 4 ****        ****            ****              ****           Year 5 ****        ****            ****              ****           *Such minimum shall not apply until ****.             **Such fee shall not apply until ****.  For clarity, the fee for excess Subscribers over the           Free Sub Allotment shall not apply until ****.               ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        3                                                                                   





 






         As used herein:                       Each Subscriber for which a license fee is paid under Table 4.2a above in a given month (i.e.           those Paid Subscribers in such month plus Free Subscribers over the Free Sub Allotment in           such month, if any) shall be called a “Billed Subscriber”.                         “Year 1” shall mean January 1, **** – December 31, ****          “Year 2” shall mean January 1, **** – December 31, ****          “Year 3” shall mean January 1, **** – December 31, ****          “Year 4” shall mean January 1, **** – December 31, ****          “Year 5” shall mean January 1, **** – December 31, ****                    Each of the foregoing may be referred to individually as a “Year”.                        *For the avoidance of doubt, there is no monthly license fee for Free Subscribers under the           Free Subscriber Allotment with any such Free Subscribers being included in the fees paid for           the Paid Subscribers.  The Paid Sub Fee shall apply to any Free Subscribers in a given month          over the Free Subscriber Allotment.                      The Paid Sub Fee and Billed Subscriber Minimum include a Solution storage allotment (each          month) calculated as follows (the “Monthly Storage Allotment”):  **** multiplied by the          number of Billed Subscribers in such month.            **** per Billed Subscriber per month in ****          **** per Billed Subscriber per month in ****          **** per Billed Subscriber per month in ****          **** per Billed Subscriber per month in ****          **** per Billed Subscriber per month in ****                    Verizon and Synchronoss will review and mutually agree to determine whether to adjust the          Monthly Storage Allotment at the end of each calendar year, commencing at the end of ****           i.e.  Revise Monthly Storage Allotment in **** for year ****.                    (c)   Overage Fees.   The following Overage Fees shall apply in addition to the fees set forth          in (b) above where Verizon has exceeded the Monthly Storage Allotment.                       If, in any given month following the month of ****, the total Solution storage exceeds the          Monthly Storage Allotment, Verizon shall pay an additional storage fee determined as          follows (the “Added Storage Fee”):                     (Each GB of storage (for all Subscribers) in excess of the Storage Allotment in such month) x          (the applicable GB Overage Charge for the Year in Table 4.2b below)          Table 4.2b                                   Year             GB Overage                                          Charge                  Year 1                    ****                Year 2                    ****                Year 3                    ****                Year 4                    ****                Year 5 and beyond         ****                ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        4                                                                                   





 






         (d) Minimum Monthly Subscription Fee.  If, in any given month following the month of          March 2018, actual number of Billed Subscribers is less than the applicable Billed Sub          Minimum for such month, Verizon shall pay, in addition to fees paid for actual Billed          Subscribers, a fee calculated as follows:                      (the applicable Billed Sub Minimum minus the number of actual Billed Subscribers for such          month) x (the applicable Paid Sub Fee for such period).                        (e) The Paid Sub Fee includes:            •  maintenance and support of the Solution as provided in SOW No. 1           •  releases of Client Software and Server Software to include Desktop Client Software          •   Hosting Services as set forth in Exhibit A to SOW No. 1 to include test environment and              the Storage Allotment for Subscribers.           •  all Verizon hosted Instance containerization and support as related to SOW #4           •  Device Porting for up to 35 (such ports are broken down as follows; new ports of up to              fourteen (14) with the remainder attributable to re-port) agreed upon Devices per calendar              quarter           •  VOBS care support set forth in Section 2.3 “Verizon Telecom Subscriber Support” of              SOW 1           •  Software testing to include Device, including battery and performance testing, User              Acceptance Testing (UAT).                        (f) In addition, Verizon shall pay a one-time fee of $**** (Hosting Conversion Fee)           invoiced in 12 monthly installments of $**** with each installment invoiced on the first           business day of each calendar month of ****.  Such fees are due without regard to the           number of Subscribers (Free Subscribers and/or Paid Subscribers) and are in addition to the           other fees set forth herein and in other SOWs under the Agreement.                       Hosting Conversion Fee is a base fee applicable for the conversion of subscription fees from           a per Active Subscriber basis to a per Paid Subscriber basis with an Allotment of Free           Subscribers, as set forth in this CR No. 8, and is in consideration of change in status of the           billable nature of such Subscribers.  The Parties agree the Hosting Conversion Fee represents           a fair, reasonable and proportionate fee as a consequence of such fee structure conversion.                      (g) Reporting.  Each calendar month, Supplier shall calculate the Subscription License Fee           due to Supplier based on the usage reports defined under this subsection as set forth below.                        Supplier shall provide Verizon with a report on the total storage used by Subscribers on the           Solution for such month within **** after the end of each month. Upon Verizon’s receipt of           this usage report, Verizon shall publish a consolidated report to Supplier within ****           specifying the total number of Paid Subscribers and Free Subscribers on the Content Hub           Solution during that month.  Verizon and Supplier shall cooperate in determining an           automated method within the Solution to identify, track and report monthly on volumes of           Paid Subscribers and Free Subscribers.                        Annual Review of Storage. By **** of each Year, commencing with the Year ending ****,          Supplier shall conduct annual benchmark reviews of available compute and storage platforms          across the industry for similar services that are being provided by Supplier hereunder          (including but not limited to Amazon Web Services, Google Cloud, Azure), including, but          not limited to, storage, features, performance, and published fees. Supplier will promptly          share the results of such benchmark review with Verizon.  In the event the above benchmark          reviews reveals that fees are being provided in the industry for similar services,      ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        5                                                                                   





 






         usage rights, performance metrics and service obligations, purchase commitments and other           key terms as are being offered by Supplier hereunder that are lower than the fees paid by           Verizon to Supplier at the time of review, the Parties will mutually agree in good faith to           determine whether there should be any changes in the Subscription License Fee being paid by           Verizon  In the event a change in the Subscription License Fee is mutually agreed, the parties          will execute a Change Request or amendment thereto.                        4.3  Forecasting                      Each month that Services are provided under this SOW, the Parties shall mutually agree to a          **** (“Forecast Period”) forecast (the “CH Forecast”) of (i) the volume of new  Subscribers          and how many of these are Paid Subscribers and Free Subscribers, (ii) anticipated reduction          of existing  Subscribers, Paid Subscribers and Free Subscribers, (iii) the anticipated aggregate          storage volume of such new and reduced Subscribers and (iv) any net change to the aggregate          storage or daily Content ingest rate of pre-existing Subscribers (by Instance) anticipated in          each month of the Forecast Period in the format specified in Annex 1 (or as otherwise agreed          upon by the Parties).  The CH Forecast shall be established **** prior to the start date of the          “Forecast Period”.  By way of example, such CH Forecast shall be provided on ****          covering the period of ****.  Such forecast shall be used by Supplier to plan and determine if          augmentation or change in the capacity of the Hosting Services.  In the event that no CH          Forecast is provided in a given month, the last month of the prior CH Forecast applicable to          such Instance shall be used to determine the last month of current Forecast Period and such          forecast shall be deemed to be the CH Forecast for such period.                        For Hosting Services, the foregoing CH Forecast shall be used by Synchronoss to determine           if augmentation or change in the capacity of the Hosting Services by Supplier is required to           meet the volumes in the CH forecast and the SLAs under this SOW as well as determining           any changes to Usage Parameters and/or Content Hub Hosting Fees, as applicable.  If           applicable, Supplier shall provide, using input from Verizon, a revised Usage Parameter           document to Verizon and a revised fees, if any, applicable to such change in Usage          Parameters for review and input.  Any such revised fee (if applicable) and Usage Parameters           shall become effective on the date mutually agreed upon by the Parties (allowing reasonable           time to implement and test any augmentation or changes) and each shall remain in place until           revised in accordance with this section.  In the event that the options for Usage Parameters           and any change in fee are not accepted by Verizon, the then current Usage Parameters and          fees shall remain in effect until revised by the Parties as set forth herein and Synchronoss          shall have no liability for any failure or delay resulting from insufficient capacity to meet          Subscriber use materially in excess of the then current Usage Parameters.                     In no event may the Usage Parameters (or applicable fee altered as a result of a modification           of a Usage Parameter) be modified from a prior level without mutual written agreement by           the Parties.                      4.4 Change Controls                     Notwithstanding anything to the contrary in SOW No. 1 or any attachment or exhibit thereto,           items outside the scope of this SOW No. 1 and changes to the Content Hub Solution           requested by Verizon (including changes to the Content Hub Software to address changes to           Verizon applications or systems or API modification but excluding those changes           implemented as part of Solution Software Release Support Services under Exhibit F) shall be           subject to a Change Request for professional services with the terms and fees in such request           mutually agreed upon by the Parties.  Solution API (excluding partner API changes which are      ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        6                                                                                   





 






         provided pursuant to SOW No. 5) support, regular maintenance releases and onboarding of           up to two (2) new API partners per calendar month are included in per Subscriber fee. Any           such fees are in addition to the fees set forth above.                       4.5 Maintenance Fees                      The Content Hub Subscription Fees described in Section 4.2 above shall entitle Verizon to          “New Versions” of the Content Hub Software. “New Versions” means updates to the Content          Hub Software, in object code only, that Synchronoss makes generally available (i.e. not          custom-developed for another Synchronoss customer) as part of maintenance support to its          licensees who are entitled to maintenance support, including bug fixes, error corrections,          patches and updates and enhancements. All latest release versions of software / technology          must be made available to Verizon no more than **** from initial release.              For the avoidance of doubt, for New Versions that include substantial new functionality that          is materially incremental to that functionality identified in Exhibit E (“Major Feature          Enhancements”), the Parties shall discuss in good faith to determine whether a fee for the          license of such Major Feature Enhancements may be separately charged and mutually agree          to such a fee.  For example, the Parties may, but shall not be required to, use the following as          guidelines in determining whether a New Version is a Major Feature Enhancement:                    A. Factors favoring chargeability:          a) more than seven months have elapsed from the commercial launch of the Content Hub;          b) Verizon itself charges (or expects to charge) its Subscribers additional or separate fees             attributable to such new functionality; or           c) otherwise obtains material financial benefit from such enhancement (such as material             reduction of Verizon Data Service support costs, material reduction in Subscriber attrition             or added material sales of related Verizon products or services); or          d) The Major Feature Enhancement requires material new data processing infrastructure, or             requires new costs (such as third party licensing costs or material code maintenance             support) in performing substantially different functions as those supporting a prior             version (i.e. “new” architecture, not merely “more” architecture to support added             volumes); or           e) The Major Feature Enhancement allows Verizon to target a Data Service at a different             Subscriber class or segment (i.e. business customers) where the characteristics of such             new Subscriber class or segment drive incremental requirements, safeguards, compliance             steps, etc.                    B. Factors favoring non-chargeability (or reduced chargeability):                    a) other Supplier licensees receive the Major Feature Enhancements without incremental             right-to-use payments, provided: (i) increased payments from such other licensees due to             scaling of per-subscriber or usage volume based fees shall not qualify as incremental for             this purpose, and (ii) the provision of Major Feature Enhancements that are agreed as             non-chargeable may be delayed, but not charged, to Verizon in cases where other             Synchronoss licensees within the United States have paid Synchronoss for periods of             exclusivity or acceleration with respect to the Major Feature Enhancement);           b) the code base of the New Version of the Software that includes the Major Feature             Enhancements substantially overlaps with the code base of a prior version of the             Software;          c) the New Version of the Software that includes the Major Feature Enhancements is             marketed using the same trademarks, service marks or trade names as a prior version of             the Software                          ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        7                                                                                   





 






         d) Verizon can reasonably demonstrate that, other factors contributing to the Content Hub             Subscription License Fee volume remaining the same, the Major Feature Enhancement             will drive an incremental adoption rate of the Content Hub Solution by Subscribers             sufficient to increase Monthly Active Subscriber volumes in quantity where License Fees             corresponding to such growth offset any retail fee for such enhancement that would             otherwise be charged by Synchronoss to other similar clients.                     Notwithstanding the above, Verizon will not be required to pay for any Major Feature          Enhancement due to the fact that such Major Feature Enhancement is not technically          separable from the applicable New Version, or cannot be disabled within the applicable New          Version.                               Verizon shall be responsible for any direct end-user support of its Subscribers and for the          support of their use of the Content Hub Solution.  Where unique Device Porting activities          such as development, configuration or testing (i.e. a unique form factor and/or technical          limitations not seen on previously preloaded/ported Wireless Devices that require Supplier to          undertake additional work it would otherwise not be required to undertake) are required, such          activities shall be planned and budgeted through professional services. Device porting (and          testing and certification testing) of up to **** (such ports are broken down as follows; new          ports of up to **** with the remainder attributable to re-port ) agreed upon Devices per          calendar quarter are included in Subscription Fees under Section 4.2            C. SNCR to resolve known agreed upon Defects that are Severity 1 or Severity 2 levels (as           defined in the Exhibit C, Network Service Level Agreement) in previous/current production          releases of Client Software and Server Software releases within **** (at no extra cost to          Verizon).              D.  Section 4.6 of SOW No.1 is hereby deleted in its entirety and replaced with the following;                                  4.6 Termination for Convenience                     4.6.1 Verizon may, upon at least **** prior written notice to Synchronoss, terminate this          SOW, in whole or in part, for its convenience, provided that Verizon may not deliver such          notice earlier than ****. No minimums fees or Billed Subscribers shall apply upon Verizon’s          notice of terminationfor convenience to Sycnhronoss. Verizon shall only pay for the actual          number of Billed Subscribers.                        4.6.2    Transition Services          In the event Verizon exercises its right to terminate for convenience in accordance with          Section 4.6.1 above, the Parties agree to develop a plan for Transition Services which will          include mutually agreeable fees payable by Verizon to Supplier for such Transition Services.          For clarity, where migration services are provided prior to the effective date of termination          using Supplier professional services staff that provide Solution Software Release Support          Services (i.e. through the regular course of business), such services shall contribute to          attainment of any applicable  Annual PS Minimum (as hereinafter defined).Verizon will only          be responsible for the Transition Services provided by Synchronoss to Verizon to assist          Verizon in transitioning to a Verizon internal platform or to a third party supplier of Verizon,          at Verizon’s discretion.                D. As of ****, Exhibit F (“Solution Software Release Support Services”) is hereby deleted in its      entirety and replaced with the new Exhibit F attached hereto as Attachment 1.        ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        8                                                                                   





 






        E.  Professional services will be provided to Verizon in accordance with Section 5 of Exhibit F below.      Verizon commits to using a minimum of $**** for ****; for **** and each applicable year      thereafter during the term of SOW No. 1, Verizon commits to using a minimum of $****, for      professional services reasonably distributed over such Year (each such Year, the “Annual PS      Minimum”). Such professional services shall be consumed by Verizon according to an annual      support plan agreed upon by the Parties (a) no later than the **** prior to the start of such annual      period, updated quarterly as agreed upon by the Parties in writing, and (b) with no more than 30%      of the estimated hours of such minimum commitment of professional services consumed in any      given calendar quarter.  Notwithstanding the foregoing, where Supplier is unable to provide      professional services due to unavailability of Supplier resources or other breach by Supplier (where      Verizon has met its obligations under this SOW No.1 and committed a purchase order to Supplier      for such Services) the PS Shortfall Charge (as defined below) shall be reduced by an amount      commensurate with such failure to perform.   In the event that the actual professional services      consumed by Verizon total less than the Annual PS Minimum in a given year, Verizon shall pay      Supplier an additional fee equal to the shortfall between the Annual PS Minimum and the actual      professional services fees paid by Verizon under Exhibit F during such Year (“PS Shortfall      Charge”).  Unused professional services under the Annual PS Minimum may be carried forward or      used to pay for other professional services, only by mutual written consent.   The budget will be      determined by the end of Q3 for the following year.                         F. Failure to Deliver          For Major releases as identified by Verizon and agreed upon by Supplier in writing (and as identified     in the then current project plan), Supplier will provide final approval to roll out the Content Hub     Software release supporting the Verizon Cloud application (iOS, Android, Desktop) into     production.  In the event there are Verizon Customer or system impacting issues after the production     rollout caused by such Major release that rise to the level of a Severity 1 incident and require     immediate software update to the Client Software, Server Software or both, Verizon will work with     Supplier to support the updated release rollout which will include revised Software updates to the     impacted Major release (“Maintenance Release-1”).            If a failure occurs in such Maintenance Release-1 solely due to an act or omission of Supplier (and/or    anyone acting on its behalf), resulting in a Verizon Customer or the Verizon Cloud Platform still    experiencing such Severity 1 level issues, Verizon shall be entitled to liquidated damages, as its sole    and exclusive remedy for such delay or failure, as outlined below:            i.  The Parties agree that Supplier will pay Verizon a performance compensation payment in an           amount equal to **** of total feature development/testing professional service fees paid by           Verizon for the impacted feature or component giving rise to the Severity 1 issue.       ii. If the issue is not resolved by the implementation into production of the second maintenance           release to the impacted Major release (“Maintenance Release-2”), Supplier will pay Verizon           a performance compensation payment in an amount equal to **** of total feature           development/testing professional service fees paid by Verizon for the impacted feature or           component giving rise to the Severity 1 issue.           G.  The following is added to Section 6 (Assumptions) as additional assumption:             “Notwithstanding anything herein to the contrary, including, without limitation Exhibit D        (Usage Parameters), Supplier is free to close down, reduce, consolidate or otherwise modify the        capacity of Instances supported by Supplier as it deems appropriate provided that Supplier will        consult with Verizon on any such Instance changes and Supplier will provide                              ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        9                                                                                   





 






       Verizon with **** notice prior to the decommissioning of any Instance. Consolidation of         Instance will not abrogate or diminish Supplier’s obligation to meet service levels under the         SOW.”                H. This CR shall be effective and binding upon the Parties upon execution by both Parties.  Except      and only to the extent specifically modified under this CR, all of the terms and conditions of SOW      No. 1, is hereby ratified and confirmed and shall remain in full force and effect.             I. Notwithstanding anything to the contrary, pricing under Section 4.2 and the other terms of this CR     8 and SOW No. 1 are subject to Verizon meeting all obligations identified in under Section 14(f) of     SOW No. 4 and in the Verizon span of control.   In the event that Verizon does not provide the     storage, ingest computing and related capacity in accordance with the terms set forth in Section 14(f),     Supplier may, acting reasonably, suspend, throttle or otherwise limit use of the Services to offset the     unavailability of such capacity (and Supplier shall have no liability to Verizon for any delay, failure     or degradation resulting from such failure by Verizon). The Parties will mutually agree should     substitute capacity and additional fees be required as a result of such failure. Supplier will not be     financially responsible for costs of providing substitute capacity should any such substitute capacity     be required.                 J. Exhibit H – Termination Fees is hereby deleted in its entirety.       K. Capitalized terms used in this CR shall have the meanings set forth in the Agreement or applicable     SOW to such Agreement.      The Parties hereto have caused this CR to be executed by their duly authorized officers or representatives.         VERIZON SOURCING LLC                SYNCHRONOSS TECHNOLOGIES, INC.         By: /s/ M C Reed    ______          By:Glenn Lurie ___________                    Name: M C Reed _______________      Name: Glenn Lurie ___________________                   Title: CAO _____________________   Title: President and CEO _______________           Date: Mar 16, 2018 _____________    Date: Feb 17, 2018 ___________________                                                                                                           ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH   RESPECT TO THE OMITTED PORTIONS                       Verizon and Synchronoss Proprietary and Confidential                                         10                                                                                     





 






      Attachment 1                     Exhibit F - Solution Software Release Support Services (revised 1/1/18)          Exhibit F to SOW No. 1 - Solution Software Release Support                                         Services         1  Definitions         Capitalized terms not defined in the SOW or the Agreement shall have the meaning set forth below.                 Content HUB Analytics Means a web-based user interface of the Solution accessed by authorized        Dashboard          Verizon personnel, presenting data and analytic information based on the                           usage of the Solution.        Early Access or EA  A non-production version of the Quarterly Server Software Release                           provided to Verizon for early access to Software for testing and evaluation                           of planned changes and modifications as well as for use in planning for final                           testing and production use of the Software.  Such releases are not expected                           to be used in production and are expected to have updates, additions,                           modifications and corrections prior to creation of the GA Release.         General Access or GA  A version of the Quarterly Server Software Release that is tested by                           Synchronoss and provided to Verizon (that includes updates, additions,                           modifications and corrections to the EA Release) and is intended for                           deployment and use in a production Instance of the Solution         Quarterly Server   Means a numbered release of the Server Software with work activity in        Software Release   support of such release conducted in such quarter with a planned availability                           date in such calendar quarter or subsequent period identified in a mutually                           agreed upon release plan.         2   Overview and Term       2.1    Overview: The Parties wish to outline the methods and procedures whereby various updates and       modifications to Server Software may be agreed upon and planned for release at mutually agreed to       delivery intervals.  This Exhibit F is intended to describe the method for providing Quarterly Server        Software Releases to Verizon as well as various support services in support of Verizon’s use of the        Solution and its Data Services.  As further detailed below in this Exhibit, during the Term of the SOW        No.1, Synchronoss shall provide the following professional services, as listed below, to Verizon to        provide enhancements and customizations to the Content Hub Software and Content Hub Solution in        support of the Verizon Data Service and such Services shall count towards attainment of the Annual PS        Minimum:             i.  Create, each calendar quarter, one or more documents to provide specifications for changes and              modifications to Server Software that are intended for a Quarterly Server Software Release and              mutually agreed upon by the Parties for each release.         ii.  Make available Quarterly Server Software Releases containing features set forth in the Quarterly              Release Document applicable to such release.          iii. Support Services as more fully described in section 3 of this Exhibit F.          2.1 Term: The “Term” for the Services under this Exhibit shall begin on the Effective Date of this            Exhibit and be co-terminus with the Term of the SOW No.1.  Updates to these support services            shall be addressed in the form of a Change Request.   GDSVF&H\3541579.2                                                                                                                                                    Verizon and Synchronoss Proprietary and Confidential                                              11                                                                                                





 






      Project Scope         3.1 Services       3.1.1 Quarterly Release Documents         3.1.1.1 Quarterly Release Specification Documents              Each quarter, Synchronoss shall work with Verizon to document detailed specifications for              enhancements to Content Hub Solution intended to be delivered in a Quarterly Server Software              Release (each such document, a “Quarterly Release Document”).  These specifications shall              include high level specifications planned for the next subsequent Quarterly Server Software              Release and detailed specifications for changes and modifications to the Server Software that will              be made available in the current Quarterly Software Server Release.  (For tracking purposes,              Synchronoss shall provide the planned Software Release version numbers for each release in a              calendar year)  For the avoidance of doubt, such releases are planned releases with a naming              convention aligned with work activity in such quarter and the anticipated delivery date of a              release shall be set forth in the project plan mutually agreed upon by the Parties (and release date              may not be in the calendar for which such release is named).           •  The features to be documented in each Quarterly Release Document and the price for the              Quarterly Server Software Release will be agreed in advance with Verizon.  Quarterly Release              Documents shall be mutually agreed upon by the Parties ****  prior to the start of each calendar              quarter (or other such timeline mutually agreed upon by the Parties that allows for sufficient              development time to meet agreed upon release dates). Fees applicable to these Quarterly Release              Documents shall be as set forth in table 5.1 below unless otherwise mutually agreed upon by the              Parties in writing. If applicable for such release, Wireframes and Prototypes demonstrating user              interface and experience for supported Client Software shall be provided by Synchronoss and              agreed upon by Verizon as part of such Quarterly Release Documents.             •  Quarterly Release  Documents and the final price for the Quarterly Server Software Release                will be reviewed and accepted by the Parties using the following approach:                        i. Initial release candidates (features or changes) to be included in the release shall                          be agreed upon by the Parties                       ii. Requirements definition for release candidates is accomplished through joint                          meetings with Synchronoss and Verizon personnel                      iii. Quarterly Release Documents in draft form are presented by Synchronoss to                          Verizon bases on joint meetings identified in (ii) above                      iv. Synchronoss shall issue a quote for the fees for the applicable release based on                          specifications in such Quarterly Release Documents                       v. Feedback on the Quarterly Release Documents and quote shall be obtained from                          Verizon and the drafts of the documents will then be edited by Synchronoss                          based on changes in specifications agreed upon by both Parties.  A final quote                          (the “Final Quote”) for the release containing such specifications is provided by                          Synchronoss.  The price for such Final Quote shall be within the price range                          specified under table 5.2 below for such release.                      vi. The process under (v) above is repeated until both Parties agree upon and accept                          in writing the final Quarterly Release Document and Verizon agrees upon and                          accepts in writing the Final Quote for such release.  Upon such acceptance by                          both Parties any requirements in the Quarterly Release Documents shall become                          Specifications for the applicable Solution release.                      vii. In the event that the price in the Final Quote for such release is in excess of the                         range of the price range specified under table 5.2 below for such release, a                         Change Request to this SOW reflecting the change in the maximum range for                         such period shall be required.   GDSVF&H \3541579.2                                                                                ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH        RESPECT TO THE OMITTED PORTIONS                            Verizon and Synchronoss Proprietary and Confidential                                              12                                                                                               





 






  3.1.2 Quarterly Server Software Releases     For Quarterly Server Software Releases (each as more fully described in the applicable Quarterly    Release Documents) in a calendar year, Synchronoss shall provide to Verizon:        •  Early Access Release version(s) of such Quarterly Server Software Release for release testing.       •  General Access Release version(s) of such Quarterly Server Software Release deployed to the          production Instances of the Solution provided under Hosting Services.        Features and customizations to be delivered as part of these releases shall be documented in the    Quarterly Release Documents for such release (such documents provided in accordance with Section    3.1.1.1 above).    3.1.3 Quarterly Unified Client Software Releases     For Quarterly Unified Client Software Releases (each as more fully described in the applicable    Quarterly Release Documents) in a calendar year, Synchronoss shall provide to Verizon:        •  Early Access Release version of such Quarterly Unified Client Software Release for release          testing       •  General Access Release version of such Quarterly Unified Client Software Release deployed          to the appropriate application store for each Client Software as follows;             o  iOS: Apple App Store             o  Android: Google Play Store             o  Blackberry: Blackberry World             o  Windows: Windows Phone Store      Features and customizations to be delivered as part of these releases shall be documented in the Quarterly  Release Documents for such release (such documents provided in accordance with Section 5.1.1.1 above).    3.1.4 Support Services  At the beginning of each calendar quarter during the Term of this SOW, Verizon and Synchronoss shall  mutually agree, in writing, on the actual tasks, deliverables, milestones, and scope of such support  services for such quarter (the “Support Services Scope”) as well as the fees applicable to such support  scope (such fees to be provided to Verizon in a Final Support Services Quote).  Such fee(s) shall be  within the price range specified under table 5.1 below for such support.  In the event that the price for  such support is in excess of the range of the price range specified under table 5.1 below for such support,  a Change Request to this SOW reflecting the change in the maximum range for such period shall be  required.  Support services shall be provided during business hours unless otherwise agreed upon by the  parties in the Support Services Scope.   3.1.4.1 Quarterly Verizon 3rd Party Developer Support    Synchronoss will provide professional services to assist Verizon (and its 3rd party developers or    partners) with integration support to the Solution APIs.  The Synchronoss resources will focus on the    following activities for the Verizon Data Service:           i.  Update API documentation         ii.  Create test accounts         iii. Support Verizon and Verizon 3rd party partner developer questions         iv.  Attend Verizon and Verizon 3rd party partner developer meetings pertaining to such              Solution APIs                  Services are for the each quarter of the Term and are invoiced at the conclusion of the then current    quarter.  The resources assigned by Synchronoss will provide professional services support to Verizon.     The Services provided by Synchronoss and any work products produced by Verizon or third party    personnel will be under the direction and quality management of Verizon.  The number of Verizon 3rd                                                                                                        Verizon and Synchronoss Proprietary and Confidential                                        13                                                                                    





 






   party partner developers and related activities to be supported in any calendar quarter will be mutually     agreed upon by Synchronoss and Verizon.    3.1.4.2 Quarterly Marketing Campaign Support     Synchronoss shall provide professional services to support Verizon marketing campaigns:            •     For SMS marketing campaigns, Synchronoss shall support SMS script development,                 generate batch files, and execute SMS Scripts           •     For Verizon email marketing campaigns, Synchronoss shall support batch file                 generation           •     For Verizon Marketing Campaigns, Synchronoss shall provide Solution API                 customization and development support        Support Services for support of marketing campaigns shall be mutually agreed upon in advance each     quarter in the Support Services Scope for such quarter.      3.1.4.3 Quarterly Analytics Support     Synchronoss resources shall work with Verizon to define and mutually agree upon the specifications     for enhancements to the Solution dashboard providing reporting on key metrics (the “Analytics     Dashboard”) and deploy these enhancements to the production instances of the Solution.  Quarterly     Support Services for Analytics Dashboard enhancements shall be mutually agreed upon in advance     each quarter in the Support Services Scope for such quarter.         3.2 Deliverables      3.2.1 Professional Services Deliverables   Synchronoss shall provide the following deliverables for services under this Exhibit F during a given   calendar quarter.  All documents are subject to review by Verizon within timelines as mutually agreed by   the Parties and shall be deemed Supplier Retained Work Product, excluding any Confidential Information   of Verizon or Paid Work Product, which shall remain the sole and exclusive property of Verizon, and   subject further to Verizon’s pre-existing Intellectual Property Rights to the extent set forth in the   Agreement.  Synchronoss shall use commercially reasonable efforts to incorporate Verizon feedback in   such deliverables, subject to the above terms.        Professional Services Deliverable Description   Deliverables for each calendar quarter   Quarterly Release Documents Documents specify the changes in features and behavior of the   and Prototypes              Content Hub Solution, describing Subscriber and Content Hub                               Solution system interactions for features and enhancements                               intended for releases in Software for such quarter.   Quarterly 3rd Party Developer Solution API Specification Documents and creation of test   Support                     accounts as set forth in Support Services Scope for such quarter.   Quarterly Marketing Campaign Execution of SMS scripts as set forth in Support Services Scope   Support                     for such quarter.      3.2.2  Solution Deliverables   Synchronoss shall provide access to the following deliverables listed below.  For the avoidance of doubt,   all such deliverables are part of the Synchronoss Platform or are Synchronoss Background Materials or   Supplier Retained Work Products and are owned by Synchronoss.                                                                                                              Verizon and Synchronoss Proprietary and Confidential                                         14                                                                                      





 






 Solution Deliverable         Description   Deliverables for each calendar quarter   Quarterly Server Software Release Synchronoss make available the release of CH Server                                Software for Production deployment for such calendar quarter.   Quarterly Analytics Support  Synchronoss make available the CH Custom Analytics                                Software for the Production Instance as set forth in Support                                Services Scope for such quarter.    4 Schedule for a given calendar year   The schedule below represents Synchronoss anticipated delivery dates for each specified deliverable for a   given calendar year of the Term (or renewal thereof), such dates to be incorporated into the initial   “Project Plan”.  All project plan dates and changes thereto shall be mutually agreed upon by Synchronoss  and Verizon in writing.  The project plan shall be reviewed at least weekly by members of Synchronoss  and Verizon, with changes to the plan made by mutual written agreement.            Activity / Deliverable                    Target Start    Target Finish                                                 (month/day)     (month/day)       Q1       ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****                                                                              Q2       ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****                                                                              Q3       ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****                                                                              Q4       ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****        ****                                         ****            ****                                                                                                         ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH   RESPECT TO THE OMITTED PORTIONS                       Verizon and Synchronoss Proprietary and Confidential                                         15                                                                                     





 






4  Fees and Charges   Table 5.1 below provides the fee for the Quarterly Release Document deliverable under Section 3.1.2.2  above.  Fee ranges for Quarterly Server Software Releases and Support Services under section 5.1.3 are  set forth in Table 5.1 below.  Any additional deliverables not expressly stated herein or fees in excess of  the ranges set forth in table 5.1 shall require a Change Request to the SOW. Fees shall be invoiced in  accordance with table below and are payable in accordance with the terms of the Agreement. Fees under  this Exhibit exclude applicable taxes.      Fees for services and deliverables under this Exhibit and Quarterly Release Document deliverables     Table 5.1      Deliverable                              One-time Fee       ****                     ****     Fee ranges for Quarterly Server Software Releases and Support Services under Section 3.1.3 above    Table 5.2     Quarterly Deliverable (and invoice terms)    One-time Fee Range    ****                                               ****     ****                                               ****      ****       ****                                               ****               ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS                      Verizon and Synchronoss Proprietary and Confidential                                        16