Statement of Work effective as of January 16, 2012



 Exhibit 10.18(a) 
 DocuSign Envelope ID: 1E505E8F-EFC2-453A-AD62-5064AE47B45F 
  

					
		 	DealPoint ID#        
        	  	[insert details]

 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 NE	 	Address: 110 110th Ave NE Suite 200
	Phone number: 425.882.8080	 	Phone number: 781 326 2362
	Email (if applicable): ***	 	Email (if applicable): ***
	Secondary Contact: ***	 	Secondary Contact: ***
	***	 	***
		 	Microsoft Vendor Number: 2022320
		
	SOW Effective Date:	 	16 January, 2012
	SOW Expiration Date:	 	30 June, 2012
	DealPoint and/or iRims # for Master	 	MMVA 531008
	Agreement	 	MSCA (new)

 Agreed and accepted 
  

			
	 Microsoft
	 	 Vendor

	Microsoft Signature: ***	 	Vendor Signature: /s/ Brian Crowley
	Microsoft Name: ***	 	Vendor Name: Brian Crowley
	Microsoft Title: General Manager	 	Vendor Title: President and CEO
	Microsoft Date: January 23, 2012 | 09:51 PT	 	Vendor Date: January 27, 2012 | 15:09 PT

 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. 

  

					
	 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: 1E505E8F-EFC2-453A-AD62-5064AE47B45F 

 


	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 June 30, 2012. 

 

	3.	Payment 

  

	3.1	Services Fees 

 Microsoft
shall pay Vendor Fees estimated to be $3.7 Million U.S. Dollars ($3,700,000,00 USD) in accordance with the rates in Table B and the resources in Table E working a standard work week. Overtime is not included in this estimate and must
be approved by Microsoft in writing in advance. 
 Table B 

 

					
	 Level
	  	 Level meaning
	  	Rate ($/hour)
	 1
	  	 Key Dev resource (Dev SME)
	  	***
	 2
	  	 Key Test resource (Test SME)
	  	***
	 3
	  	 Area-expertise Dev
	  	***
	 4
	  	 Area-expertise Test
	  	***
	 11
	  	 Area-expertise PM
	  	***

 Hourly rates, where applicable in terms of fee calculation under this Statement of Work, shall not exceed the rate tables
above at any time, including overtime, without express prior written approval from Microsoft. Vendor shall invoice Microsoft monthly for time incurred by the personnel in Exhibit A (as adjusted from time-to-time) at the applicable rate per hour in
Table B above. Time incurred shall include all time except for hours associated with paid-time off, which includes sick time, and Vendor-related administrative time. 
  

							
	 Milestone #
	  	Not to Exceed
Payment Amount	 	  	 Delivery/Payment Date

	 1
	  	$	600,000.00	  	  	Jan 30, 2012
	 2
	  	$	600,000.00	  	  	Feb 29, 2012
	 3
	  	$	600,000.00	  	  	Mar 31, 2012
	 4
	  	$	600,000.00	  	  	Apr 30, 2012
	 5
	  	$	600,000.00	  	  	May 31, 2012
	 6
	  	$	700,000.00	  	  	Jun 30, 2012
	 Sub-Total
	  	$	3,700,000.00	  	  	
	 Travel Expenses (if any – see Section 3.2, below)
	  				  	
	 Total
	  	$	3,700,000.00	  	  	


  

					
	 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: 1E505E8F-EFC2-453A-AD62-5064AE47B45F 

 


	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	 
	 Phone Charges (supplied by Microsoft)
	  	$	0	  	  	$	0	  
	 Akron Vehicle Charges (fuel, parking, tolls, service, tax)
	  	$	4,000	  	  	$	24,000	  
	 Rent Charges (Charge-back to Microsoft)
	  	$	8,789	  	  	$	52,734	  
	 Travel (hotels, flights, taxis, meals, parking)
	  	$	2,500	  	  	$	15,000	  
	 Total
	  	$	15,589	  	  	$	91,734	  

  

	4.	Other 

  

	4.1	Resource requirements 

 4.1.1 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. 
 4.1.2 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. 
 4.1.3 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. 
  

	5.	Source Code 

 Vendor’s access to and
use of the MyFordTouch (formerly called *** and Microsoft Auto *** 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 January 16, 2012 (“Source Code Agreements”). The source code shall only be used for


  

					
	 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: 1E505E8F-EFC2-453A-AD62-5064AE47B45F 

 

 
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. 
 [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: 1E505E8F-EFC2-453A-AD62-5064AE47B45F 

 

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

  

					
	 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.”