Clari Implementation

1. Term of Statement of Work

This Statement of Work and any Exhibits hereto (collectively, this "SOW") is hereby incorporated into, and shall be deemed part of, the Order Agreement (the "Order Agreement") executed between the person or entity identified in the Order Agreement ("Customer") and Clari Inc. ("Clari"). Clari will provide specific Clari platform modules and products (the "Services") detailed in Section 2 ("Scope") in accordance with the terms set forth herein. This Project will be referred to as the "Project." This SOW supersedes any previous written or verbal communication about the Services, the Project, or the identified Project Scope including any proposals or presentations. This SOW is entered into as of the last date within the signature block below (the "Effective Date"). This SOW shall be governed by the Clari Master Subscription Agreement ("MSA") and Data Processing Addendum ("DPA") previously signed. In the event of any discrepancy between the Order Agreement and this SOW, the terms set forth in the Order Agreement shall prevail.

This SOW expires four (4) months from the Effective Date unless (i) an extension is mutually agreed to by both parties or (ii) the Deliverables have not been delivered and accepted pursuant to Section 11 below, in which case this SOW shall be extended until the Deliverables have been delivered by Clari and accepted by Customer. Capitalized terms in this SOW shall have the meaning ascribed in their respectively named agreements, unless specifically defined within this SOW.

2. Project Scope

Clari will deploy Services listed in the executed Order Agreement. Clari and Customer will mutually define configuration requirements. Any requirements that deviate from this SOW will be addressed in accordance with the Change Control Process section below.

All RevOps Implementations Include:

Scope Item	Delivered Amount
Business Units (Personas) Sales - Clari will implement Clari roles designed for sales frontline representatives, sales management, and executive leadership.	1
Forecasting Tabs Clari will build up to three (3) Forecast Tabs (examples of best practice tabs below): New Business Tab - Manage and rollup a forecast for New Business (new logo, upsell, etc.) Renewals Tab - Manage and rollup a forecast for Renewals Summary Tab - Combine New Business and Renewal forecasts and summarize for reporting Standard columns include: Quota, Closed Won, one (1) to three (3) forecast fields, two (2) to three (3) read-only fields, and pipeline coverage	Up to 3
Shared Clari Views There are seventeen (17) best practice Shared Views natively available in the Clari Application. Clari will deliver up to three (3) custom views as a part of a working session which will include a knowledge transfer to Customer on how to support custom view builds to Customer specifications.	Up to 3
Clari Modes Clari will update and enhance the default mode in the Opportunities Module to customer requirements relating to: adding or removing fields to the Opportunity Grid or Details Panel, changing fields to be filterable or groupable, modifying the default amount roll-up field, identifying and including fields to be used for analytics. If Opportunity Splits Mode or Opportunity Products mode are in scope, one (1) additional mode for each will be delivered.	1-3
Shared Clari Dashboards Shared Dashboards will be configured as part of Project. There are three (3) best practice shared dashboards per Clari role that are included when the Clari instance is created. Clari will deliver one (1) custom dashboard as a part of a working session which will include a knowledge transfer to Customer on how to support custom dashboard builds to Customer specification. * Customer may purchase more custom dashboards as a part of the 'Change Control Process' at a cost of three (3) hours per custom dashboard.	1
End User Training Sessions Clari will deliver training to Customer’s end users as part of the Project. Additional training can be provided via the Change Order process. Training sessions may be divided into hour or half-hour increments.	2
Train the Trainer Sessions Clari will deliver a one (1) hour train-the-trainer session to Customer's training and enablement teams. Additional time and training can be provided via the Change Order process.	1
Training Materials Clari will provide training material templates to assist in roll-out: Email communications Training presentations Forecasting playbook Manager: Rep coaching playbook Email tip campaign
Mobile Access Use of Clari Mobile App

2.1 Optional Scope Items from Order Agreement

Scope Item

Account Engagement

Email/calendar integration to be established via Clari Team
Linking to ensure continuous access to email/calendar data for all relevant users
Setup activity data via the following steps:

Load email/meeting data into Data Hub
Identify and configure Display fields in grid or details panel
Add account level filters
Blacklist emails/domains
Enable for identified users and allow calendar activity indexing
Configure additional licenses (if applicable)

Autocapture
Contact Management

New Account Contact Creation
Opportunity Contact Role Association
Automated Lead Conversion (optional)
Domain Matching
Ownership Matching
Participant/Contact Matching

Activity Logging

Meeting/Event Logging
Outbound Email Logging
Inbound Email Logging

Align
Clari will implement Align, which provides mutual action plans for buyer/seller collaboration and deal inspection in Clari

Clari will upload up to two (2) mutual action plans from provided template
Clari will spend up to five (5) hours to consult with Customer on building mutual action plans best practices
Clari will spend two (2) hour facilitating mutual action plan training

2.3 Autocapture and Account Engagement Requirements and Assumptions

Account Type and Record Type fields are required and must be populated with data in Salesforce.
Customer cannot use a custom field to identify partner accounts. Field can only be Account.Type or RecordType.Name.
Integration user will have read / write access to the contact object, activity object, and lead object in Salesforce.
Contact Record in Salesforce does not have any required fields aside from first name, last name, email address, and account.
Activity Record cannot have any required fields.
Security requirements for Team Linking dependencies have been accepted and approved by Customer’s Security and/or IT teams.
Salesforce Enterprise Territory Management is not supported in Account Engagement.
Clari and Customer will agree on an appropriate timeline for Autocapture 'Preview-mode' trial extending past fourteen (14) days.

3. Key Assumptions

3.1 Customer

Customer will designate an "Integration User" from Salesforce to allow data integration from Salesforce to Clari.
Customer does not require editing of fields from Salesforce sub-objects within Clari.
Single Sign-On - Customer must use standard SAML 2.0 protocol.
Sync from source application to Salesforce tasks must be enabled.
Customer is responsible for all data backup and recovery within Salesforce during implementation.
Customer will provide ongoing Salesforce systems administration support as required during the lifecycle of the Project.
Customer will administer all training logistics and related compliance activities, inclusive of enrollment/registration, attendance tracking and reporting.

3.2 Clari

Artificial Intelligence ("AI") is dependent on Salesforce field history tracking and record history tables.
Project is based on currently available and released Clari functionality.
Clari is dependent on data currently available in Salesforce and must be in a consumable format and object schema.
Clari Application will display aggregate totals and forecasts in the organization currency as defined in Salesforce.
Configuration will be done in the Customer's production Clari instance which will be connected to the Customer's production Salesforce instance unless a Clari Sandbox is listed on the Order Agreement.
Scheduling and logistics of all courses must be agreed to no later than ten (10) business days in advance of the training.
Configuration is deemed complete based on go/no-go decision prior to training. Bugs, issues, break/fix to be addressed post training sessions as needed.

3.3 Role Hierarchy or Enterprise Territory Management ("ETM")

Customer is responsible for changes to Salesforce Role Hierarchy based on Clari requirements.
Clari platform cannot leverage Salesforce Opportunity Splits in tandem with ETM.
Customer is responsible for aligning all forecasting teams to a singular ETM model in Salesforce.

4. Out of Scope Items

Exclusions	Description
Data Accuracy	Customer is responsible for data quality, data transformation, data cleansing, data aggregation, data merging, and data deduplication entering Clari.
Single Sign-On (SSO)	Customer is responsible for ensuring Clari is accessible via SSO, if applicable.
3rd Party Applications	Clari will not build, enhance, fix, patch, or error-handle any application not maintained or provided by Clari.

5. Change Control

Change Control Definitions and Process

To make a change to any terms set forth in this SOW, the parties must follow the Change Control Process defined below. Clari shall continue performing the services in accordance with this SOW until the parties agree in writing on the change in scope of work, resources, scheduling, fees, and other applicable terms.

Change Control Definitions

"Change Control Process" describes the process for managing potential Project changes.
"Change Request" is an informal request by Customer or Clari to modify the scope, schedule, and/or budget of the services provided within this SOW.
"Change Order" is a formal amendment to this SOW generated by Clari and signed by both parties.

Change Control Process

The following provides a summary of the Change Control Process to follow if a change to this SOW is desired:

Customer or Clari submits a written (email acceptable) Change Request, including the following:

a change description detailing what is requested to be amended in this SOW;
the impact the change may have on the services and/or Project timeline.

The other party reviews the Change Request to determine the merits of the request and the impact on the scope, resources, schedule, fees, and other terms and conditions of this SOW that may result from the implementation of the Change Request.
The other party decides either to accept or to reject the requested change.
If accepted, Clari prepares a Change Order, which includes a description of the applicable changes to scope, planned resources, timeline, fees, and any other terms and conditions.
Clari executes the Change Order and sends it to the Customer.
Customer executes the Change Order, and, if applicable, generates a purchase order associated with that Change Order.
The services described in the fully executed Change Order will be performed by Clari and included as part of this SOW.

6. Key Project Phases and Activities

Phase	Description
Strategize	Kick-off Meeting - Clari and Customer will hold a kick-off meeting to set the foundation for the implementation. The objective of the kick-off meeting is to align on roles and responsibilities, scope, implementation methodology, training and enablement, and Project timing.
Configure	Configuration - Clari will be configured based on Customer requirements within the scope of this SOW. Any configurations outside the immediate scope of this SOW is subject to the agreed upon "Change Control" process outlined in Section 5. Validation - Customer will validate and test the configuration of the solution and ensure that the configuration meets the requirements. If the configuration does not meet requirements, Customer will provide feedback on areas of configuration that need to be updated. Once the configuration has been validated and tested, Customer will provide confirmation to Clari that the solution is ready to be rolled out. Customer is responsible for data accuracy.
Enable	Training Oversight and Consultation - Clari will partner with Customer to design and execute the change management and training program. Clari will provide consulting on best practices in rolling out new processes as well as the Application. Train the Trainer - Customer will identify team members who will partner with Clari on end user training. Clari will lead training sessions for trainers per the number of sessions outlined in Section 2 Scope Summary to enable them to train the end users on the Application. Training Preparation and Materials - Clari will provide communication templates, training materials, and recommendations to the Customer communicating details about the Clari rollout within the Customer's organization. The Customer will be responsible for customizing training material. End User Training Sessions - Clari will lead end user training sessions per the number of sessions outlined in Section 2 Scope Summary. Training sessions will be delivered remotely unless otherwise agreed to between Clari and Customer.
Operationalize	Outcomes/Goals Internally transition to Clari Customer Success Team Setup recurring touchpoint to review adoption and Customer specific metrics Hypercare for break-fix items only Customer leaders are familiar with running forecasts out of Clari Manager and representatives are enabled to conduct 1-on-1s in Clari Clari will monitor adoption and usage then suggest improvements

7. Project Timeline

Project is estimated to take 6-12 weeks to Go-Live depending on products listed on Order Agreement.

Sample Timeline

Task	Relative Date (Week)	Responsibility
SOW Signed/Approved	0	Customer
Project Kick-off Call	1-2	Clari/Customer
Strategize	2-3	Clari/Customer
Configure	3-9	Clari
UAT/Training/Go Live	10-11	Clari/Customer

Project start date will be determined based upon the availability of resources at the time this SOW is executed.
The Project timeline assumes that the Project scope outlined above is accurate and does not reflect any delays in receiving information or participation from Customer.
A more defined Project timeline will be determined during initial discovery and planning sessions.
Go Live includes Solution live in production. Clari and Customer will use the Enable phase Post Go Live to support training and user adoption activities.

8. Project Staffing

Clari will utilize various roles to deliver the Services, including Solutions Consultant, Strategy Consultant, and Project Manager.
Clari requires Customer SMEs and Revenue Operations to provide input into design, test, and operational activities.
Customer's execution of this SOW constitutes its express consent for Clari to use subcontractors to perform any of its obligations hereunder. Clari will be responsible for the performance of Services by its personnel (including employees, contractors, and subcontractors) and their compliance with Clari's obligations under this SOW, except as otherwise specified herein.
Unless otherwise mutually agreed during the Strategize phase, the Services will be performed during normal business hours (Monday - Friday, 8:30 a.m. - 5:30 p.m.) in the time zone of the location where the Services resource is located, unless otherwise agreed in writing by the parties (email sufficient), excluding holidays. Scheduling work outside of such normal business hours requires staffing considerations and will need to be planned at least twenty (20) business days in advance of need, and is subject to any additional requirements contained herein.

Customer Responsibilities

Timely and successful performance of the Services pursuant to this SOW requires ongoing collaboration between Clari and Customer. Customer is responsible for certain key tasks, contributions, and timely reviews to enable Clari to perform its obligations under this SOW. Any delays in the performance of the Services caused by Customer may result in additional applicable charges for resource time. Clari shall have no liability for any delays or other damages caused by Customer's failure to meet its obligations. Customer will cooperate reasonably and in good faith with Clari in its performance of the Services. Customer responsibilities include but are not limited to:

Working with Customers' stakeholders and implementation team and Clari to determine mutually agreeable timelines and resource schedules for the Project.
Delivering in a timely manner any Customer collateral and other obligations required under this SOW.
Responding in a timely manner to Clari's inquiries related to the Services.
Actively participating in scheduled Project meetings.
Working collaboratively with Clari throughout the Project to mitigate risks, escalate and resolve issues quickly, and prioritize efforts in order to achieve any agreed timelines.
Participating in formal checkpoints throughout the Project that will be defined in the Planning Documents during the Strategize and Configure stages of the Project.
Planning Documents include Clari Field Configuration and Validation Rules lists.
Any legacy data migration or data loading activities within platforms integrating with Clari User Acceptance Testing (UAT) — Customer is responsible for all resources, activities, and deliverables associated with UAT Testing. Please see General Scope Assumptions for further clarity on testing responsibilities.
Customer is responsible for ensuring availability of API functionality or other data sources in backend systems that are needed as part of the overall solution. The Customer is responsible for ensuring that any APIs or data sources that the Clari solution needs to invoke from the Customer's systems meet the performance, scalability, reliability, and availability requirements of the Project. This applies to APIs or data sources from the Customer's systems that correspond to the Clari production instance, as well as APIs or data sources from the Customer's systems.

Required Customer resources, for the duration of this Project:

Customer Resource	Responsibilities
Executive Sponsor	Provides thought leadership and overall Project guidance Acts as a point of contact for escalations
Project Manager	Acts as a single point of contact for Clari's engagement activities Responsible for identifying stakeholders and collaborating on scheduling stakeholder activities Responsible for all Clari-related requests, scheduling, key decisions, communications, acceptance, or issues Coordinates Customer's resources' schedules, tasks, and stakeholder availability for meetings Coordinates on-site meetings (if required)
Product Owner	Responsible for product vision and for maximizing the business value of the development effort Represents stakeholders to the development team Manages the content of the product backlog Provides content for User Stories Prioritizes stories in the product backlog Works with Clari to determine the order in which stories will be implemented Assists with the creation of acceptance criteria Accepts each User Story upon demonstration that it meets the acceptance criteria in accordance with the Acceptance section below
IT/Technology Lead	Provides network support for configuration Provides security requirements Participates in architecture discussions/decisions Helps create test cases to support the technical requirements

10. Expenses

The Project does not typically involve travel expenses. If services are scheduled on-site at Customer premises, Customer will reimburse Clari for all reasonable travel-related expenses (including airfare, ground transportation, lodging, and meals) that have been pre-approved by Customer in writing and have actually incurred by Clari in performance of the Project Tasks. Such expenses will be invoiced monthly.

11. Acceptance

Unless otherwise specified herein, each deliverable item set forth in the Project Scope section above (a "Deliverable") shall be subject to testing, review, and acceptance by Customer, in writing (email is sufficient) or via Clari onboarding software. Following the delivery of each Deliverable by Clari, Customer will verify that such Deliverable satisfies the applicable description set forth in the Project Scope section above (the "Acceptance Criteria"). Customer and Clari reserve the right at any time to suggest modifications to the Acceptance Criteria.

If any submitted Deliverable does not materially conform to the Acceptance Criteria, Customer shall notify Clari in writing within seven (7) business days from the date the Deliverable was submitted for completion and approval. Failure to notify Clari of such non-conformance within the seven (7) day period constitutes acceptance. If properly rejected, Clari will use reasonable efforts to correct the applicable issue and resubmit to Customer. Resubmitted Deliverables will be subject to the same acceptance processes above.
If a Deliverable cannot be confirmed and approved after the two (2) attempts by Clari to meet the applicable Acceptance Criteria, Customer and Clari shall escalate the matter to their executive sponsors for remedy and a mitigation plan.
Should the Deliverable remedy require considerable changes or modifications not covered or included in the SOW, the Change Control Process will be adhered to and applied in accordance with this SOW.