TERADATA OPERATIONS, INC. STATEMENT OF WORK CUSTOMER: Sony Picture Entertainment Inc. (“Client”) TERADATA OPERATIONS, INC, (“Teradata”) PROJECT NAME/ID: Teradata Managed Services SOW EFFECTIVE DATE: June 28, 2012 MASTER AGREEMENT TYPE/DATE: NCR Master Service Agreement Dated September 23, 2005, as may have been amended between the Parties from time to time (the “Agreement”). This Statement of Work, and any other attachments, (this “SOW”) applies to the professional services (“Services”) and associated deliverables (“Deliverables”) specified in this SOW which are to be provided to/for Client by Teradata in connection with the project identified in this SOW (the “Project”). Teradata’s offer to provide Client with the Services and Deliverables set forth in this SOW, and to do so at the rates set forth in this SOW, is conditioned upon and valid only if Client accepts the proposal contained in this SOW by providing Teradata with a copy of this SOW as signed on behalf of the Client. This offer is valid through June 29, 2012 SONY PICTURES ENTERTAINMENT INC.: FOR TERADATA: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: Confidential Page 1 of 24 TERADATA OPERATIONS, INC. PART A. PROJECT-SPECIFIC TERMS 1. NATURE OF THE PROJECT 1.1 Overview Client has a Teradata Data Warehouse Environment that is currently in operation. This environment contains the following components: Production Teradata system (“4N2HSN5555 upgraded to 13.10 or later version”), QA Environment (“1N 560 on 13.10 or later version”), and Development Environment (“1N 551P upgraded to 13.10 or later version”), (“Teradata Environment”). Teradata will provide the services described within this SOW to manage that environment (“Managed Services”) as described below. These services are designed to be performed primarily remotely after an initial on-site orientation on site in Culver City and Los Angeles and process definition period (“Transition Service”) 1.2 Baseline Metrics During the transition service, detailed environment metrics will be captured to establish baseline assumption on the workload associated with supporting the environments and applications on them. Once the baseline metrics are validated, change in the baseline metrics will form the basis for increases, decreases, or changes in coverage based on work volume. Metric Targeted Monthly Volume For staffing core support resources: Number of Priority 1 (P1) – Critical incidents per month Number of Priority 2 (P2) – Standard incidents per month Number of Priority 3 (P3) – Non-Critical incidents per month Number of user change requests (add, change, delete, profile) per month Number of user-support requests per month Average time-to-resolve P1 incidents 3 Hours Average time-to-resolve P2 incidents 8 Hours Average time-to-resolve P3 incidents 2 Business Days Confidential Page 2 of 24 TERADATA OPERATIONS, INC. Time spent on user administration per month Time spent on user support per month Average time to troubleshoot/escalate failure on automated interfaces Number of Service Requests per month to register new data source in a standard format Average time to execute the procedure to register a new data source and test for production readiness Average amount of user-support time (help, data consultation, UI explanation/troubleshooting) For staffing change-control resources: Number of requests to add or change a standard data import/export format Average time to add or change a standard data import/export format Number of requests for new queries or reports Average time to add or change a query/report 1.3 Base Coverage Hours Services will be delivered according to the following coverage schedule. Service Function Coverage Option* Teradata Performance Management Service Teradata Infrastructure Service Service Management A rotating shift based on the system being tuned, to be coordinated with the Client 9-6 Pacific Time, 5 days a week, Monday through Friday Average of 2 hours a week, including 2 quarterly visits in Los Angeles * All time information is for Pacific Standard Time or Pacific Daylight time, whichever is currently in effect in Los Angeles. Confidential Page 3 of 24 TERADATA OPERATIONS, INC. Client and Teradata will exercise diligence in jointly agreeing on tasks and workload balance such that the work can be completed during the hours described above. In the event that task execution requires different coverage than that described above, either party may request a change via the change control process described in Attachment A of this Statement of Work. For an additional fixed price charge, Client may request additional 8-hour shifts on an ad hoc basis with a minimum of one week advance notice (“Ad hoc Coverage”). Teradata shall provide best-effort to accommodate such requests. Client and Teradata will exercise diligence in not exceeding the coverage hours described above. In the event that task execution requires different coverage than that described above, either party may request a change via the change control process described in Attachment A. If the baseline metrics are exceeded by 20% for 3 consecutive months a change order will be mutually agreed upon by both parties, otherwise no additional charges shall apply for the occasional exceeding of the baseline metrics. In the event additional coverage is required for same or similar scope the applicable contracted rates will apply. 2. SERVICE DURATION The duration of Managed Services will be 36 months (“Duration”) The estimated Start Date for Transition Services is August 20, 2012. The estimated End Date for Transition Services is September 30, 2012. The estimated Start Date for Managed Service is October 1, 2012. The estimated End Date for Managed Service is September 30, 2015. Client may, at its unilateral option, subsequent to the initial 3 year term, renew for an additional 12 month period at the same pricing and terms. 3. CATEGORIES, RATES & BILLING 3.1 Fees The fees associated with this SOW are based on Client’s Duration and scope of services outlined in this SOW. The fees for Services that are delivered under this SOW are, and will be invoiced as follows: Confidential Page 4 of 24 TERADATA OPERATIONS, INC. Resource Type ADC Resources DBA - ADC DBA - ADC Performance Tuning Subtotal ADC Resources US Resources Service Manager Sub-Total US Based Resources Total FTE and Coverage Hours Transition Services Work Effort Shifts Coverage Hours Total Hours Coverage a Shift Hours Coverage a Day Days A Week Total Weekly Hours Weeks Total Hours Rate Services Travel Services Plus Travel 8 Hour Shift 8 Hour Shift 1.00 1.00 2.00 8.00 8.00 8.00 8.00 5.00 5.00 40.00 40.00 52.00 52.00 2,080 $ 38.00 2,080 $ 52.00 4,160 $ 79,040 $ 108,160 $ $ 5,706 $ 79,040 $ 113,866 Service Management 1.00 1.00 3.00 4.00 4.00 1.00 4.00 52.00 208 $ 152.00 208 $ 152.00 4,368 84 240 $ 180.75 $ 31,616 $ $ 31,616 $ 218,816 $ 5,706 $ 224,522 $ 43,380 $ 262,196 $ 9,450 $ 15,156 $ 52,830 $ 277,352 Transition 1.00 8.00 Total Coverage Hours per week 8.00 5.00 40.00 6.00 - Fees will be invoiced on the following schedule: The fee for Transition Services that are delivered under this SOW is $52,830.00, and will be invoiced upon completion of Transition Services. The annual fee for Year 1 Managed Services that are delivered under this SOW is $224,522 annually, and will be invoiced on the following schedule: Monthly Invoice of $18,710.17 starting after transition services have been completed. Managed Services Fees for years 2, 3 and an optional year 4, will be adjusted by the annual Inflation as described in Section 3.1.1 of the Master Agreement/ The fee for Ad hoc Coverage is $500 per shift, 1 resource and will be invoiced monthly as incurred. Fees/rates are exclusive of any local, state and country taxes. Client will pay all invoices in accordance with the Master Agreement. 3.2 Expenses All travel and living expenses when Teradata Managed Services resources travel to work at Client’s site are included in the fees detailed in section 3.1. Travel by Teradata Managed Services resources will be as follows: one yearly visit for the Performance DBA two Quarterly visits for the Service Manager six weeks travel for Transition Services Any additional visits will be mutually agreed upon between TD and SONY Confidential Page 5 of 24 TERADATA OPERATIONS, INC. 3.3 Invoicing Teradata will issue a standard monthly invoice. Client will pay all invoices in accordance with the Master Agreement 4. MANAGED SERVICES The following category of Services, unless otherwise specified, will be delivered remotely. 4.1 TRANSITION SERVICES Overview The Teradata consultants delivering the Managed Services described below will begin this engagement by working with the client on-site, in Los Angeles, to accomplish the following: Jointly validate Teradata and Applications Environment Baseline Metrics. Jointly agree upon performance management processes. Jointly develop an Operations Manual to serve as a guide to the Teradata consultants in the delivery of the services. This manual will document the client procedures and processes, the timing and frequency of the services to be provided, and the roles and responsibilities of all parties involved in the delivery of the defined services. Test connectivity for remote resources to client’s environment through VPN Implement and configure Teradata Performance Management Best Practices and Tools This transition period will serve to: Allow Teradata consultants to gain hands on experience with Client’s specific EDW System. Provide Teradata consultants with an understanding of the Client’s infrastructure and support processes. Introduce Client personnel to Teradata consultants Tasks The major tasks performed during this service are: Transition Planning (including scoping validation, acceptance criteria, and project plan development) Gather operational requirements around the following o Load volumes o Data size & volumes o ETL batch processing window o Backup & Archive processing windows o Backup data freshness requirements Confidential Page 6 of 24 TERADATA OPERATIONS, INC. o Business query volumes, operational query volume o Number of database objects Set up of required infrastructure (including VPN, communications etc.) Review documentation of the data warehouse environment architecture Assimilation and adaptation, and documentation of customer processes Draft operations manual documentation for service functions to be provided under Managed Services Configure PS tools/processes and database alerts for monitoring the system Documentation of Managed Service reporting requirements Integrated testing of the Operations processes, communications infrastructure, and human interaction touch points. Finalization of the Operations manual after a successful test cycle Certification and Signoff by Client of readiness to begin production operations Baseline Metric will be defined as part of Transition Services Determination of Client resources assigned to assist with future Managed Services activities and tasks 4.2.1 Teradata Performance Management Services Data Warehouse Performance Management Services ensure the optimization of CPU and space utilization of the EDW environments. The service functions for this Service are outlined below, and the detailed tasks associated with this service are listed in Attachment 2 – Performance Management Task Matrix. Teradata’s responsibilities are limited to the tasks explicitly defined with Teradata responsibility in the Attachment. Any services beyond this list are considered to be out-of-scope under the terms of this agreement. Performance Tool operations Teradata will maintain the Performance settings of the data warehouse environment on an ongoing basis. Teradata Metrics Collection and Reporting Teradata will collect system usage statistics, identify performance and capacity issues and regularly report on the performance and capacity of the Teradata Environment as part of the periodic System and Performance Report. Teradata Database Optimization Teradata will monitor and analyze the Data Warehouse activity, mix of queries/jobs, query/job priority, etc., to identify performance tuning opportunities as part of the Monthly System and Performance Report. Confidential Page 7 of 24 TERADATA OPERATIONS, INC. Site Log/Operations Manual Teradata will maintain a record of events and changes to the production Data Warehouse Infrastructure and update the Operations Manual, as needed, on an ongoing basis. 4.2.2 Teradata Infrastructure Services Data Warehouse Infrastructure Services provide the foundation upon which the data warehouse environment operates. These set of Services ensure the health of the environment in which the data warehouse applications run. The service functions for this Service are outlined below, and the detailed tasks associated with this service are listed in Attachment 2 – Infrastructure Task Matrix. Teradata’s responsibilities are limited to the tasks explicitly defined with Teradata responsibility in the Attachment. Any services beyond this list are considered to be out-of-scope under the terms of this agreement. Database Operations and Administration Teradata will maintain the Teradata database structures, space, users, purge jobs and alerts associated with the Teradata environment. Maintain means to add, delete, or modify Teradata database structures as required. The operations will involve the monitoring of alerts, queries, locking logger, access locks and database performance System Administration As required, Teradata will add, delete, or modify users, directories, access rights, disk space and processes that are associated with the underlying Operating System on the Teradata Platform (e.g. Cron jobs, etc). Security Administration As required, Teradata will add, delete, or modify Teradata security roles, passwords, and access rights as required. Backup, Archive and Restore (BAR) Environment Administration As required, Teradata will add, delete, or modify Teradata processes associated with: Backup, Archive, and Restore scripts. Data Compression Data History (and data history archival and retrieval) Backup, Archive and Restore (BAR) Operations As required, Teradata will monitor the operations of the BAR processes within the agreed coverage window and respond to any Backup related incidents. Confidential Page 8 of 24 TERADATA OPERATIONS, INC. Performance Tool operations Teradata will maintain the Performance settings of the data warehouse environment on an ongoing basis. Teradata Metrics Collection and Reporting Teradata will collect system usage statistics, identify performance and capacity issues and regularly report on the performance and capacity of the Teradata Environment as part of the periodic System and Performance Report. Teradata Database Optimization Teradata will monitor and analyze the Data Warehouse activity, mix of queries/jobs, query/job priority, etc., to identify performance tuning opportunities as part of the Monthly System and Performance Report. Database Objects release management Teradata Infrastructure team will support the client in planning, analyzing and promoting release of data warehouse data structures, access rights, processes and procedures from preproduction to production environment. Once a new process is released into production, the Infrastructure team will also analyze the validity of the deployed scripts against operational standards. Site Log/Operations Manual Teradata will maintain a record of events and changes to the production Data Warehouse Infrastructure and update the Operations Manual, as needed, on an ongoing basis. 4.2.3 Service Management Service Management is a program oversight and management function designed to help our team and your team act as one integrated unit—ensuring you get the most value from the managed environment. Teradata shall provide a part-time Service Management function for the coordination of dayto-day ongoing data integration activities, manage available resources, participate in communication, and planning activities within the Client environment. The function includes the following key activities for a successful managed environment: 4.2.3.1 Information and Communication management: Teradata will ensure effective communication across agreed channels between Client/Service Manager and Teradata resources during the course of the Project. This will involve coordinating different phases of the Project and dispensing information Confidential Page 9 of 24 TERADATA OPERATIONS, INC. proactively regarding the status of various activities falling under the scope of this SOW. Teradata responsibilities are as follows: Utilize customer's change management application (Service Now) to manage all changes to the Teradata environment. Communicate plans, and incident status to appropriate groups as established in the operations manual Ensure change requests are appropriately logged and reviewed with regard to affected users, work effort, implementation plan, estimated duration and back out plan for changes initiated by DBA Operations. Assure appropriate resources are available. Participate in weekly change control meetings Maintain site log to record changes and events related to Data Warehouse Infrastructure Update the Operations Manual to reflect changes made to DBA scripts or procedures in this service Alert team members regarding corrective actions required due to performance and/or capacity utilization issues. Alert/escalation process to be documented in Operations Manual. Facilitate Teradata Extended Team calls Prepare Calendar of Monthly Teradata Events to customer Prepare Quarterly system reports, Higa, CPU metrics, etc. Participate in customer's specialty team meetings (applications, O/S, BAR, etc.) 4.2.3.2 Resource Management Teradata Resource Management responsibilities are as follows: Manage and coordinate activities of offsite resources Manage day-to-day contractual obligations and changes Manage resources to ensure service expectations are being met 4.2.3.3 Continuous Service Improvement The service management function will participate in periodic service review calls ensure appropriate periodic service reviews Best practice scripts, tools, procedures, and message boards that are established based on decades of Teradata experience. Teradata responsibilities are as follows: Identify opportunities to improve service, reduce cost, increase availability, and maximize ROI of the Teradata environment. Confidential Page 10 of 24 TERADATA OPERATIONS, INC. 5. PROJECT-SPECIFIC REPORTING/DELIVERABLES The project specific reports/deliverables associated with this service are as follows: Deliverable Description Frequency Status Reporting Summary of activity, system perforWeekly mance/capacity summary, CPU and disk space optimization results, risk log, issue log, and service recommendations Performance Reporting Select Teradata Operations Reports as Monthly recommended by Teradata and agreed by Client Site Log A Site Log will be kept to record Weekly The environment and configuration changes made. Completed Operations The Operations Manual will be created Created during Manual jointly by Teradata and the Client during Transition and the Transition Service. Teradata will updated as remodify the Operations Manual to reflect quired changes that are made to the procedures that it documents during the engagement. Upon completion (as scheduled) or upon Client’s request, Teradata shall provide modifiable, machine-readable copies of such reports / deliverables, at no additional charge. 6. ENGAGEMENT-SPECIFIC DEPENDENCIES & CLIENT RESPONSIBILITIES/ PERSONNEL Teradata’s agreement to this SOW and its duty to perform in accordance with this SOW are dependent and conditioned upon the following dependencies being satisfied, upon Client being responsible for and completing the following engagement-specific responsibilities, and upon Client providing the following personnel resources: 6.1 Dependencies and responsibilities of Client include: Teradata Performance Data Collection Reporting tool in-stalled, configured and capturing logs. For clarity, Client shall have purchased under a separate order form, the associated PDCR Designing, developing, and testing content to be implemented in production Source System maintenance and/or management Confidential Page 11 of 24 TERADATA OPERATIONS, INC. Implementing application tuning recommendations (tuning recommendations on the Teradata environment may be implemented by Teradata Managed Services resources upon direction from Client) Maintaining and/or managing source systems Monitoring the quality and security of the data in all systems, diagnosing all data quality problems, resolving problems originating from data sources, and enhancing/maintaining the ongoing quality and security of data Planning and executing major (new version) upgrades to software, excluding Teradata database software which will be managed through Teradata Customer Services subscription contract Ensure availability of on-site Client resources for certain critical activities requiring physical access to the data center (e.g. system reboots, tape mounts, etc.) Protecting the Teradata environment from computer viruses and worms, including but not limited to updating virus definitions on installed anti-virus software, and installing or configuring anti-virus software Providing incident management, change management, and configuration management software – Teradata will use Client’s current Service-Now platform Agree upon an escalation path with Teradata to report problems and resolutions Providing safe and adequate working conditions for Teradata personnel when they are working in Client facilities, including work area, power, a phone for domestic and international business calls, and access to the Internet Providing high-speed B2B VPN connectivity with the Teradata Intranet for support of its Teradata infrastructure and other servers that are part of the supported data warehouse environment (e.g. staging machines, source systems, ETL servers, BI servers, etc.)Resolving network and connectivity incidents Providing authorized Teradata personnel access to the Client’s Teradata environment and its supporting infrastructure to perform services outlined in this agreement Responsibility for the actual content of any data files and for the selection of controls that are put in place and for the physical security of the data and the servers on which the data resides. Client will be responsible for the correction of any source file data issues Identifying and interpreting any applicable laws, regulations, and statutes that affect Client’s systems or data to which Teradata will have access, and complying with such requirements. Teradata must follow policy and procedures as defined by Client and provided to Teradata in writing in advance. Security auditing and recommendations of the required security guidelines and practices Physical site maintenance Client shall have purchased under a separate order form the below listed Teradata products prior to engagement. Teradata Customer Service will be responsible for Installing and configuring systems management and performance monitoring applications, based on client requirements, licensed by Teradata to include the following: o Client Teradata Tools and Utilities Confidential Page 12 of 24 TERADATA OPERATIONS, INC. o Teradata Manager / Teradata Viewpoint o Teradata Active Systems Management (TASM) application 6.2 Providing appropriate knowledge transfer to Teradata associates such that they can document domain-specific content in the Operations Manual Analyzing, designing, and/or repairing production-ready application content Responsibility for issues that result from errors in the customer's documentation, procedures, or processes Coordinate with Teradata on any planned outages for hw/sw upgrade/maintenance. Client must have a valid Teradata Customer Services ESS (Enterprise System Support) agreement, and all service requirements must be met. Activities associated with recovering from a disaster at the customer site to a backup site Incident Severity Level Definitions: P1 – Critical: System/Function down; is causing work to cease. The end-client is in danger of, or is experiencing a financial loss, or the ability to make strategic business decisions is impaired. No work around available. Affects large number of users Production server down (Teradata node, ETL server, BI application) Connectivity down (between Teradata node, source systems, and/or, business users) Connectivity with off-shore resources down Hardware/Operating System/Software failure or unavailability of laptops provided by Client for remote resources P2 – High: Level of service degraded or system/device down causing work to cease and potential business impact. Work around may not be available. BI reports are mutually inconsistent BI reports are inconsistent BAR operations failed ETL job(s) failed Unavailability of source-systems data feeds for ETL System, database, or application password reset Any (Single) Communication Channel Down VPN Token Reset or Replacement Change in ETL design/implementation Change in BAR design/implementation Re-setting of user accounts for users/profiles documented in the system architecture Confidential Page 13 of 24 TERADATA OPERATIONS, INC. P3 – Medium: Work continues (e.g. unrelated to the failing component or as a result of implementing a work around) though operational impact is being encountered. Work around exists if needed. Response times for queries are too high BAR operations not completed in timeframe ETL job(s) not completed in timeframe P4 – Low: Work continues (e.g. unrelated to the failing component or as a result of implementing a work around) though personal impact is being encountered (e.g. user time is occasionally lost, user is frustrated) work around exists if needed. Font problems Column/Table names violate naming-convention Script formatting inconsistencies or Non-critical discrepancy between documentation and system implementation Informational requests Creating new user accounts Baseline Metrics will be defined as part of Transition Services 6.3 Personnel required for the Engagement include: Access to Service Delivery Manager Corporate Applications Access to Operational DBA There will be no dedicated Engagement manager from Teradata for this service. That function is replaced by the Service Management function described above. Teradata’s Service Manager will communicate with the Client manager on matters of staffing, problem escalation, and issue resolution. Client will identify a manager to serve as an interface on matters related to this service. Responsibilities consist of the following: Conduct regularly scheduled and ad hoc meetings for the operational team to review the data warehouse status Ensure that an effective change control process is implemented and followed Act as the point of contact between Teradata and the Client for major activities such as upgrades etc. Client will identify contacts and contact information (e.g. email, phones, pagers, cell phones, etc) for each major system in the Teradata Environment. These contacts will be responsible for the coordinating on problem resolution with the Teradata consultants in the event of any incidents. Confidential Page 14 of 24 TERADATA OPERATIONS, INC. 6.4 Post-Term Transition Assistance. Upon termination of this SOW, at Client’s option, Teradata shall provide as needed assistance (“Post-Term Transition Assistance”) on a time a material basis, at pricing consistent with this SOW. To the extent possible upon resource availabity such Post-Term Transition Assistance shall be provided by those Teradata representatives which had provided the Services as described herein to ensure continuity. 7. All correspondence, communication, and documentation between the Client and Teradata will be in the English language. 8. TERADATA PROFESSIONAL SERVICES TOOLS TERADATA MAY UTILIZE OR DEVELOP CERTAIN COMPUTER PROGRAMS, DATA, SCRIPTS, DOCUMENTATION, TOOLS AND OTHER MATERIALS THAT TERADATA USES IN ORDER TO RENDER PROFESSIONAL SERVICES, INCLUDING THOSE SERVICES PROVIDED UNDER THIS STATEMENT OF WORK (“PS TOOLS”). PS TOOLS ARE THE CONFIDENTIAL AND PROPRIETARY INTELLECTUAL PROPERTY OF TERADATA, DO NOT CONSTITUTE PRODUCTS UNDER THE AGREEMENT, AND ARE NOT LICENSED OR TRANSFERRED TO THE CLIENT. PS TOOLS MAY NOT BE COPIED, TRANSFERRED, DISCLOSED, OR USED BY ANYONE OTHER THAN TERADATA WITHOUT TERADATA'S PRIOR WRITTEN CONSENT, AND NO RIGHTS OR LICENSES TO PS TOOLS WILL BE IMPLIED. TERADATA MAY INSTALL, UPDATE, CHANGE, AND/OR REMOVE PS TOOLS AT ITS DISCRETION (BUT TERADATA WILL REMOVE PS TOOLS FROM YOUR FACILITY BY NO LATER THAN THE EFFECTIVE DATE OF EXPIRATION OR TERMINATION OF THIS STATEMENT OF WORK). TERADATA WARRANTS THAT PS TOOLS WILL NOT: (I) CAUSE EQUIPMENT OR SOFTWARE TO FAIL TO CONFORM TO THOSE APPLICABLE EQUIPMENT OR SOFTWARE WARRANTIES AS EXPRESSLY STATED IN THE AGREEMENT; AND (II) INFRINGE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IF PS TOOLS DO NOT CONFORM TO EITHER OR BOTH OF THESE WARRANTIES, THEN TERADATA WILL EITHER CHANGE THE PS TOOLS SO THAT THEY CONFORM, OR REMOVE THEM. IN ALL OTHER RESPECTS, PS TOOLS ARE “AS-IS”. THESE ARE TERADATA’S EXCLUSIVE OBLIGATIONS, AND THE CLIENT’S EXCLUSIVE RIGHTS AND REMEDIES, WITH RESPECT TO PS TOOLS. 9. OUT OF SCOPE SERVICES; EXCLUSIONS 9.1 The Services to be provided by Teradata include only what is expressly described in this SOW, once approved by both parties. Services that are outside the scope of the SOW include, but are not limited to, the following: Confidential Establishing and/or reengineering business processes, information management policies, and/or Information Technology procedures Page 15 of 24 TERADATA OPERATIONS, INC. 10. Teradata will not be responsible for creating high level alerts for TVI or any enterprise monitoring application. ADDITIONAL TERMS 10.1 Sole Remedy. The parties acknowledge that the sole remedy available to Teradata for any delays caused by the failure of Client to provide, in a timely manner, necessary information, materials or personnel shall be to excuse Teradata from its obligation to perform under this SOW for an amount of time equal to, but not exceeding, the length of the delay caused by Client. Teradata will have the option to reassign people after a short period of delay and have the right to terminate the SOW, if there is a continued delay to the project. If and when the project is restarted, Teradata may require up to 10 days for re-staffing resource which has been freed for other assignment. . 10.2 Order of Precedence. Capitalized terms not defined in this SOW shall have the meanings set forth for them in the Master Agreement and/or in the Applicable Order(s). The Master Agreement, including any executed, applicable Addenda to it, will govern this SOW; however, if the parties agree that a term in this SOW is to take precedence over the Master Agreement, then the parties will expressly state such in the SOW and will indicate what Section(s) of the Master Agreement is affected. 11. TerminationClient may terminate this Project with sixty (60) days advance written notice. Upon termination Customer will pay Teradata for all Services to the extent performed, and Deliverables to the extent completed, up to the termination date, including those required to end the Project in an orderly manner. Neither Client nor Teradata will be liable for any compensation or penalty assessment for termination under this provision other than the payment of the fees for any Services performed by Teradata up to the end of the notice period. Confidential Page 16 of 24 TERADATA OPERATIONS, INC. ATTACHMENT 1 CHANGE ORDER Change Order Number: ____________for SOW dated _______ Date: .......................................................................................................................................... This Change Order, amending SOW dated ______, is governed by NCR Master Service Agreement Dated Sepember 23, 2005, as may have been amended between the Parties from time to time (the “Agreement”). Engagement Name:__________________________________________________________________ Requesting Party & Engagement Manager: Receiving Party & Service Manager: Change Description: (Insert a detailed description of the change, the area of the Project Plan/Schedule being modified and the benefits of making the change.) Schedule Revision: (Insert new dates, or attach a revised Project Plan/Schedule, which shows the impact of the Change, if any.) Cost Revision: Additional Cost: $ Party Responsible for Cost: Additional Cost Payment Due Date: Agreed: SONY PICTURES ENTERTAINMENT INC. TERADATA OPERATIONS, INC. Signature: Signature: Printed Name: Printed Name: Title: Title: Date:__________________________________ Date:________________________________ Confidential Page 17 of 24 TERADATA OPERATIONS, INC. Confidential Page 18 of 24 TERADATA OPERATIONS, INC. Managed Services – Infrastructure Services RACI Matrix (RACI = R – Responsible, A – Accountable, C – Consulted, I – Informed) 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 2.21 1.22 1.23 1.24 2 2.1 2.2 2.3 2.4 2.5 Platform Coverage Prod DR Dev /QA X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X TD Client R ACI CI R CI R CI R R RAC R R R R Database operations and administration Create, Modify, Delete databases, while enforcing Level 1 Hierarchy Create, Modify, Delete Users as required using standard macros Create, change, Delete Tables and Views as Required Create, Modify, Delete Indexes as Required Create, Modify, Delete application Macros as Required Create, Modify, Delete system-wide Macros as Required Create, Modify, Delete application specific stored Procedures as Required Create, Modify, Delete system-wide Stored Procedures as Required Create, Modify, Delete External Procedures and User Defined Functions Administer fallback, and provide periodic report on fallback tables Allocate, Delete, and Modify Teradata database perm space Allocate, Delete, and Modify Teradata database temp & spool space Allocate, Delete, and Modify Teradata User Space Log, Collect, Store and Retain the database system performance data from Resource Usage and DBQL Review statistics selection periodically and recommend changes to improve performance Apply, and Drop Teradata column/index statistics Maintain statistics collection schedules aligned with table update frequency Review locking logger reports for possible access lockout situations Release job, load utility, HUT and system level locks on an ad hoc basic Review and Respond to database performance alerts configured in Viewpoint or Teradata Manager Monitor active database sessions for access lockout situation Identify and Report on spool and table skew. Communicate to application development team as needed. Start and Stop database remotely, and revoke logon rights as directed by GSC/ CS to support maintenance windows Produce daily and weekly database access & usage reports per agreed schedule System Administration Create, Modify, Delete Unix/ Linux user ids/passwords Monitor and Resolve mini-cylpack Exceptions Run, Review, and Report checktable, packdisk, and scandisk jobs Support system administration functions as requested during maintenance windows including forcing OS dump, Coordinate with Teradata CS for planned and unplanned system startup or shut-down. Communicate outages to Client. Confidential X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X R R ACI I ACI ACI ACI R C RAC RAC I I RAC RAC RA I I C RAC RAC I I RAC I R ACI R ACI R R R ACI RAC I I RAC Page 19 of 24 3rd Party TERADATA OPERATIONS, INC. Managed Services – Infrastructure Services RACI Matrix 2.6 2.7 2.8 2.9 2.10 2.11 3 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 Platform Coverage (RACI = R – Responsible, A – Accountable, C – Consulted, I – Informed) Prod DR Dev /QA Maintain any scheduled cron jobs and administrative scripts on Teradata database servers or Managed Services for DBQL data purge, Access log, file system temporary area cleanup Review status of administrative cron-job and shell scripts (e.g. file system cleanup scripts, data purging etc.) Participate as a stakeholder with Client and CS team while they plan and deploy system and utility upgrades for database or system patch releases Maintain security settings of operating system and files based on client provided security guidelines. This will include enforcing strong password settings, restricting user access based on profiles, safeguarding administrative accounts, and disable any unused and dormant accounts per the agreed policy. Maintain host file entries and ODBC connection settings as needed on database and managed servers Utilize the database OS utilities (e.g. SAR, AWS load, AWT monitor etc.) to trouble-shoot and diagnose system performance trends as needed X X X X X X X X X X X X X X X X X X Security Administration Allocate, Delete, Modify Teradata database security Roles and Profiles as required Maintain Access Rights to Teradata Objects Maintain Account-string settings for users Maintain Teradata Account Logins, Passwords and Resource Limits Maintain and Administer DBC/Sysadmin logins, passwords and Resource Limits based on client security guidelines Maintain Role Structures, Profile Structures and Account String Structures Deploy database approved security rule changes as directed by client security team. This will include enforcing strong password settings, restricting user access based on profiles, safeguarding administrative accounts, and disable any unused and dormant accounts per the agreed policy Review and Report database access violations Participate in client security and compliance reviews by supporting client provided questionnaires or providing evidence of compliance to policies Maintain Database Query Log (DBQL) data for auditing based on Client's requirements Backup and Restore (BAR) environment administration Maintain backup scripts for single, and multi-stream backup jobs Maintain backup and restore scripts when new objects are added; reorganize scripts periodically when required by growth Maintain BAR policies, volume pools, media groups Maintain the BAR schedules Maintain data restore scripts Plan and administer media utilization (tape rotation, reuse, expiration) Initiate tape duplications process remotely Confidential X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X TD Client R ACI R I RAC I R ACI R ACI RAC I R R R R ACI ACI ACI ACI R R ACI ACI R RAC ACI I C RA RA C R C R R R R R R C ACI C Page 20 of 24 3rd Party TERADATA OPERATIONS, INC. Managed Services – Infrastructure Services RACI Matrix 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 6 6.1 6.2 6.3 6.4 6.5 Platform Coverage (RACI = R – Responsible, A – Accountable, C – Consulted, I – Informed) Prod DR Dev /QA Coordinate loading/unload of media remotely Freeze/unfreeze media remotely Build Arcmain login scripts Maintain BAR administrative user access and privileges Revoke/Grant BAR user logins, privileges Maintain media server parameters and synchronization between media servers Maintain the software configurable parameters of drives, storage units as required based on Teradata BAR best practices Maintain operational BAR related alerts e.g. blocking, job hang, etc Review and report on backup sizing, backup growth and coordinate with Client to request additional tape drives/ capacity Support CS and Client as they plan and upgrade backup software and patches Backup and Restore (BAR) operations Execute, monitor, repair, and restart backup/restore jobs as required Monitor BAR processes for successful completion and troubleshoot when necessary Review performance trends of BAR processes against agreed BAR window. Troubleshoot, resolve or escalate issues as required Release locks, aborting blocked jobs Restart jobs as required Restore Teradata databases and tables against approved service requests Perform table builds during restore jobs Perform periodic (based on agreed schedule) restore tests to validate media integrity Provide status of BAR jobs at the completion of each backup window Provide monthly BAR operational trends over the designated BAR window Perform periodic DBC and Catalog backup Analyze Teradata tables, databases and dictionary backups Performance & Capacity: Performance tool Operational support Review and document Client's current Teradata Workload Management Tool (e.g. TASM, TDWM, PSF) settings based on the production workload. Monitor, recommend and maintain/adjust the Teradata Workload Management Tool (e.g. TASM, TDWM, PSF) settings based on the production workload. Collect database performance data for DBQL, Res-usage through scheduled processes Review and document client workload categorization, sessions and concurrency settings (e.g. Teradata Parallel Transporter, Tpump, etc) Monitor and maintain/Adjust approved changes to Client's Workload sessions and concurrency settings (e.g. Teradata Parallel Transporter, X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Confidential X X X X X X X X X X X X X X X X X X X X X X X X TD Client R R R R R ACI R C C R R C R C R ACI C C R R X X X X X X X X X X X X X X X X X X X X X X X X X X X R R R C I R R R R R R R R C R ACI R ACI R C R ACI Page 21 of 24 3rd Party TERADATA OPERATIONS, INC. Managed Services – Infrastructure Services RACI Matrix (RACI = R – Responsible, A – Accountable, C – Consulted, I – Informed) 6.6 6.7 6.8 7 7.1 7.2 7.3 7.4 7.5 7.6 7.7 8 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.10 8.11 9 9.1 9.2 9.3 9.4 9.5 9.6 Platform Coverage Prod DR TD Client 3rd Party Dev /QA Tpump, etc) Review and Analyze Viewpoint (or Teradata Manager) setup, database X X X alerts and canary queries to monitor the database R C Customize and configure Viewpoint (or Teradata Manager) database alert X X X (space, CPU, I/O, AWT etc.) R ACI Adjust threshold values for Viewpoint (or Teradata Manager) database X X X alerts (space, CPU, I/O, AWT etc.) R ACI Performance & Capacity: Teradata metrics collection and reporting X X X Perform periodic space usage trend reports by database R I X X X Report checktable, packdisk, and scandisk results R I X X X Run weekly and monthly resource usage reports R I Generate reports from DBQL/schmon to determine the appropriateness of X X X the workload management settings/rules R I X X X Generate monthly database and system performance reports R I Analyze monthly performance reports for database and system resource X X X usage trends and explore opportunities for statistic collection, skewreduction, compression, and workload adjustment recommendations R I Recommend additional performance services by performance COE as X X X needed R I Performance & Capacity: Teradata database day-to-day operational performance best-practices and tuning Establish Viewpoint or PDCR canary performance thresholds. Utilize X X X standard canary queries to identify variance from threshold. R C X X X Run explain plans for top suspect queries (poor performing queries) R Review performance incidents, trouble-shoot and provide resolution opX X X tions R Identify and report on worst-performing SQL instances as candidates for X X X tuning R I Review prioritized poor performing SQL (typically monthly) and provide X X X tuning options to submitting users to improve performance R Review performance characteristics of various data warehouse workload X X X and assign performance groups and account strings. R C X X X Maintain throttles for performance groups R Analyze tables for compression opportunities and determine space savX X X ings R C X X X Implement multi-value compression recommendations on approved tables R Release Management: Production Readiness X X X Participate in ongoing change management meetings C RAI X X X Document QA-to-Prod calendar, communicate to Dev and QA teams I RAC Provide Dev and QA teams with standard QA-to-Prod checklist and acX X X ceptance criteria C R Obtain checklist, scripts, and results from Dev-to-QA promotion processX X X es/experiences for specific migration plans R ACI Document migration failure contingency plans, including tuning, escalaX X X tion, and/or back-out I RAC X X X Document production regression test plan to ensure success of migration I RAC Confidential Page 22 of 24 TERADATA OPERATIONS, INC. Managed Services – Infrastructure Services RACI Matrix (RACI = R – Responsible, A – Accountable, C – Consulted, I – Informed) 9.7 9.8 10 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 11 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 12 12.1 12.2 12.3 12.4 13 13.1 13.2 14 14.1 14.2 and acceptable production performance Communicate application outage information for user notification Review and sign off on results of Dev-to-QA migration and QA results Release Management: Production Readiness Assessment Assess end-to-end impacts of change to other jobs/processes across ETL, DB, and BI Provide a time estimate for QA-to-Prod migration Document expected performance impacts of change Perform pre-production data remediation and validation activities Make recommendations for production tuning required based on expected performance impacts Document QA-to-Prod readiness plan, risks, and contingencies Participate in review meetings to determine final approval for QA-to-Prod Obtain final approval and formal sign-off for QA-to-Prod Readiness prior to promotion Release Management: Promotion from Pre-prod/QA to Production Back up production processes and/or database objects prior to promotion Promote partition maintenance processes into production Promote DDL/database structures into production Promote approved changes to Teradata space allocations into production Promote SQL into production Promote BTEQ scripts/processes into production Promote ETL scripts/processes into production Promote front-end reporting scripts/processes into production Promote other application and/or database objects into production as required Execute back-out procedures as required in cases of database object migration errors Release Management: Post-production Validation and Response Execute production checks to ensure migration success and acceptable system performance Document production check/ test findings Execute contingency plans for performance issues and/or migration failure, including tuning (statistics etc.), escalation, and/or back-out Document QA-to-Prod lessons learned to be leveraged in future migrations Site Log/Runbook Maintain site log to record changes and events related to the Teradata Environment Update Operations Manual to reflect changes made to environment, scripts or processes in this service Operational communications Maintain Call Register Maintain Issues, Risks & Actions Register Confidential Platform Coverage Prod DR Dev /QA X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X TD Client I I RAC RAC RAC RAC RAC RAC C RAC RAC RAC RAC X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X R R R R C R R R R R R X X X X X X X X X X X X X X X X X X C RAI RAC R ACI C RAI R R X X X X X X R R Page 23 of 24 3rd Party TERADATA OPERATIONS, INC. Managed Services – Infrastructure Services RACI Matrix 14.3 14.4 14.5 14.6 14.7 14.8 14.9 14.10 14.11 15 15.1 15.2 15.3 15.4 15.5 15.6 15.7 15.8 15.9 15.10 15.11 15.12 Platform Coverage (RACI = R – Responsible, A – Accountable, C – Consulted, I – Informed) Prod DR Dev /QA Utilize client’s incident management or change management process/application to manage remediation or changes to the Teradata environment. Communicate daily operational and incident status to appropriate groups as established in the operations manual Review change requests and provide feedback on work effort, implementation plan, estimated duration and back out plan for changes Participate in weekly change control meetings Alert team members regarding operational anomalies and corrective actions required due to performance and/or capacity utilization issues based on runbook escalation process Submit incidents for hardware or software problems identified by DBA through Teradata @YS and follow through to resolution Prepare or contribute to monthly Teradata operations calendar monthly system & operations status report Participate as requested in client's specialty team meetings (applications, O/S, BAR, etc.) Service Management Manage day-to-day contractual obligations and change requests Schedule and manage resources in accordance with agreed-upon service coverage and delivery quality expectations Respond to requests for extra shifts or changes in coverage Participate in incident post mortem/root cause review Conduct scheduled weekly, biweekly or monthly service management calls Provide a monthly report on accomplishments, volume of tickets, outstanding issues, change requests, work requests and proactive data base activities Perform project compliance and delivery quality audits as required to improve SLA performance Present improvement opportunities to client during periodic review meetings Serve as a focal point for management and escalations of high impact problems Provide input on possible opportunities to utilize Teradata and Teradata Managed Services in new or improved ways Act as escalation point and facilitate cross organizational communication within Teradata when required to resolve issues. Conduct bi-annual customer survey & service review X X X X X X X X X X X X X X X X X X X X X X X X X X X Confidential TD Client R R R R R R R R R X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X R R R R R R R R R R R R Page 24 of 24 3rd Party
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