Amendment No. 2 to the Professional Services Agreement



 Exhibit 10.1C 
 CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN 
 REDACTED
AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION 
 EXECUTION COPY 
 AMENDMENT #2 
 TO 
 Professional Services Agreement 
 This Amendment Number 2 (“Amendment Number 2”) shall
amend the Professional Services Agreement dated July 26, 2007, as amended (“Agreement”), and the Program Description set forth in Exhibit A to the Agreement, by and between SupportSoft, Inc., a Delaware corporation having its
principal place of business at 1900 Seaport Boulevard, Redwood City, CA 94063 (“SupportSoft”), and Office Depot, Inc., a Delaware corporation having its principal place of business at 6600 N. Military Trail, Boca Raton, FL
33496(“Office Depot”). This Amendment Number 2 shall be effective as of the later date of signature below (“Effective Date”). 
 Capitalized terms not otherwise defined herein shall have the meanings defined for them in the Agreement. 
 Amendment 

  

	1.	Effective Sunday, November 16, 2008, the second sentence of Section 12.1 of the Agreement is stricken in its entirety and replaced with the following:


 “As the sole and exclusive remedy for breach of the foregoing warranty, if a Customer experiences a problem with the
Services and calls SupportSoft within ten (10) days of the date the Services were originally performed, SupportSoft will use commercially reasonable efforts to try to resolve the Customer’s problem at no additional charge, but no refund
will be provided.” 
 Modifications to Office Depot Remote Service Program Description 
  

	1.	The following New PC Set Up and Configure SKU will be added to the program to be available to customers on Sunday November 16, 2008. 

  

														
	 Service
	  	Type	  	SKU	  	Net Fees
to SPRT	 	 	Suggested
Retail
Price	  	 Description

	 New PC Set Up and Configure
	  	Attach	  	919705	  	$	*	** 	 	$	29.99	  	 To make sure your new PC is working properly right out of the box, a technician will do the following:
  
 •        Set it
up for you and create your user account
  
 •        Help you get Windows operating system updates automatically online
  
 •        Remove trialware


 *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION *** 








	2.	The following New PC Performance SKU will be added to the program to be available to customers on Sunday November 16, 2008. 

  

														
	 Service
	  	Type	  	SKU	  	Net Fees
to SPRT	 	 	Suggested
Retail
Price	  	 Description

	 New PC Performance
	  	Attach	  	919710	  	$	*	** 	 	$	69.99	  	 To improve the speed and performance of your new PC, a technician will do the following:
  
 •        Help
you create your user account
  
 •        Set up and adjust 38 Windows operating system and Internet settings
  
 •        Help you get Windows operating system updates automatically
online
  
 •        Remove trialware
  
 •        Provide a complete service report on your desktop when the work is
completed


  

	3.	The following Online New PC Performance SKU will be added to the program to be available to customers on Sunday November 16, 2008. 

  

														
	 Service
	  	Type	  	SKU	  	Net Fees
to SPRT	 	 	Suggested
Retail
Price	  	 Description

	 Online New PC Performance
	  	Attach	  	919775	  	$	*	** 	 	$	69.99	  	 To improve the speed and performance of your new PC, a technician will do the following:
  
 •        Help
you create your user account
  
 •        Set up and adjust 38 Windows operating system and Internet settings
  
 •        Help you get Windows operating system updates automatically
online
  
 •        Remove trialware
  
 •        Provide a complete service report on your desktop when the work is
completed


  

	4.	The following PC Re-Image SKU will be added to the program on Monday January 5, 2009. This SKU is not available to consumers but instead is a service delivered by SupportSoft
to Office Depot to certify that returned PC’s have been re-imaged appropriately for re-sale. SupportSoft will bill Office Depot according to the Net Fees as outlined below. 

  

											
	 Service
	  	Type	  	SKU	  	Net Fees
to SPRT	  	Suggested
Retail
Price	  	 Description


 *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION *** 







 5. Effect of Amendment. Except as expressly set forth herein, all terms and conditions set forth
in the Agreement shall continue in full force and effect. 
 IN WITNESS WHEREOF, the parties have caused this Amendment Number 2 to be
executed by their duly authorized representatives. 
  

									
	SupportSoft, Inc.	  		  	Office Depot, Inc.
					
	By:	  	 /s/    Shelly Schaffer
	  		  	By:	  	 /s/    Randall W. Wick

	Name:	  	 Shelly Schaffer
	  		  	Name:	  	 Randall W. Wick

	Title:	  	 EVP/CFO
	  		  	Title:	  	 VP, Merchandising

	Date:	  	 6/3/09
	  		  	Date:	  	 5/22/2009

			
	

	  		  	Office Depot, Inc.
				
		  		  	By:	  	 /s/    Steve Manhurin

		  		  	Name:	  	 Steve Manhurin

		  		  	Title:	  	 EVP, Merchandising

		  		  		  	Date:	  	 5-26-09