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:


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
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 / A rotating shift based on the system being tuned, to be coordinated with the Client
Teradata Infrastructure Service / 9-6 Pacific Time, 5 days a week, Monday through Friday
Service Management / 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.

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:

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

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

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.

§  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.

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 pre-production 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 day-to-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: