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 Order Agreement's effective date (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 pursuant to Section 11 below, in which case this SOW shall be extended until the Deliverables have been delivered by Clari (the "Completion Date"). Capitalized terms in this SOW shall have the meaning ascribed in their respectively named agreements, unless specifically defined within this SOW.
Business Objectives – 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.
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.
2.1 Bundles or as Stipulated on Order Agreement
| Scope Item | Bundle | |||
|---|---|---|---|---|
| Revenue Execution Essentials | Revenue Execution Growth | Revenue Forecasting Essentials | Revenue Forecasting Growth | |
| Inspect: Opportunity Management | Deal and Pipeline Inspection | ✔ | ✔ | ✔ | ✔ |
| Inspect: Account Engagement | Activity and Relationship Insights | ✔ | ✔ | ✔ | ✔ |
| Analyze: Pipeline Analytics | ✔ | ✔ | ✔ | |
| Analyze: Dashboards | ✔ | ✔ | ✔ | ✔ |
| Analyze: Predictive Analytics | ✔ | |||
| Forecasting: Forecasting and Pipeline Management Core | ✔ | ✔ | ||
| Forecasting: Forecasting and Pipeline Management Net Dollar Retention | ✔ | |||
| Transform: End User Training Session(s) | ✔ (1hr) | ✔ (1hr) | ✔ (2hr) | ✔ (3hr) |
| Transform: Train the Trainer Session | ✔ (1hr) | ✔ (1hr) | ||
| Transform: Training Materials | ✔ | ✔ | ✔ | ✔ |
| Bundle Scope Item Details |
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Inspect Opportunity Management | Deal and Pipeline Inspection Clari will update and enhance the default mode in the Opportunities Module to Customer requirements relating to: adding or removing fields to Inspect 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. There are seventeen (17) best practice Shared Views natively available in the Clari Application. Clari will deliver up to three (3) custom views for up to 20 total (best practice and custom) shared views. During a working session, Clari will include a knowledge transfer to Customer on how to support custom view builds to Customer specifications. Account Engagement | Activity and Relationship Insights 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:
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Analyze Pipeline Analytics Clari will configure Waterfall, Funnel, and Flow within the Analytics module. Clari will build up to three (3) total saved views, one (1) for each module, for Pipeline Analytics. Predictive Analytics Clari will configure Pulse and Trend within the Analytics module. Clari will build up to two (2) total saved views, one (1) for each module, for Predictive Analytics. 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 up to 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. |
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Forecast Forecasting and Pipeline Management Core Clari will build up to three (3) Forecast Tabs (examples of best practice tabs below):
Forecasting and Pipeline Management - Net Dollar Retention Clari will build up to three (3) Forecast Tabs specific to net dollar retention or another persona (examples of best practice tabs below):
Standard columns include Quota, Closed Won, one (1) to three (3) forecast fields, two (2) to three (3) read-only fields, and pipeline coverage. |
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Transform End User Training Session Clari will deliver live training sessions to customers' 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. Train the Trainer Sessions Clari will deliver a train-the-trainer session to Customer's training and enablement teams. Additional time and training beyond the initial scope item can be provided via the Change Order process. Training Materials Clari will provide training material templates to assist in roll out:
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| Add-on Scope Item Details |
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Must be present on signed Order Agreement |
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Capture Revenue Data Autocapture and CRM Hygiene Clari will configure the following functionality to be automatically captured from Clari users by eliminating manual entry, cleansing information, and using agreed-upon matching logic requirements to relate to the appropriate CRM records: Contact management
Activity logging
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Align Mutual Action Plans and Collaborative Workspaces Clari will implement Align which provides mutual action plans for buyer/seller collaboration and deal inspection in Clari
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Clari Copilot Legacy Conversation Intelligence Migration Clari Copilot can support the migration of call data from Gong or Chorus to Clari Copilot. In order to ensure that there is no gap in recordings, we must have all licensed users set up and recording on Clari Copilot before we begin the migration. Once the migration begins, no calls recorded thereafter by the legacy tool will be migrated. Clari requires a four (4) week minimum from signature of OA to legacy CI access severance. Migration functionality includes:
Revenue Conversation Intelligence and Coaching Clari will provide consulting and enablement services for customer to implement the following:
Admin Onboarding Session Clari will deliver a one (1) hour admin onboarding session to Customer's administrative teams. Additional time and training can be provided via the Change Order process. On-Demand Training Sessions Clari will make available Clari Copilot on-demand training sessions to Customer's end users. |
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Groove by Clari Clari will implement Groove by Clari in accordance with the following: System Configuration Clari will provide a managed package and insights package link to install prior to the configuration. Customer will be responsible for discovering the requirements from end users. Clari will provide configuration support via scheduled video calls to configure Salesforce and the Groove web app. Customer will be responsible for making changes to the Groove web app as well as any Groove specific configuration in their Salesforce instance. Customer will be responsible for the following with the guidance of a Clari team member:
Clari will host one (1) virtual 1-hour session to review requirements from the Customer team and to configure the system. The following project milestones will be completed during this session:
Content Strategy Clari will host one (1) virtual 1-hour session to train the Customer team to create and manage flows and actions within the Groove web app. This will occur during scheduled calls with the Customer team. Customer will be responsible for loading content for flows, configuring automated actions, and templates into the Groove web app. Both Customer and Clari will need to validate that the system is ready and training is ready to begin. Please note: unless otherwise noted on this SOW or other order agreements, the Clari team is not responsible for mass importing or creating data such as template and flow content or historical activities into CRM or Groove. Training A Clari team member will lead a total of four (4) hours of virtual training sessions. The specific agenda and structure of the training calls will be planned in coordination with the customer and Clari professional services. Clari will recommend a training strategy that aligns with the customer's team structure and roles using Groove./p> Post-Launch Review A Clari team member will schedule up to two (2) 30-minute post training check in calls to review usage and adoption. These sessions are also a time to discuss any issues that may have occurred. |
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Stage Pre-Production Testing Environment Clari will create a staging sandbox connected to a customer CRM sandbox for configuration and testing before migration to Clari production. Please note: Similar to your Clari production environment, the Analytics modules in the stage environment rely on field history. Typically, field history in a CRM sandbox does not match the field history in production, therefore Analytics will likely not be accurate. |
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
- 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
- If Capture is configured and remains in "preview mode" at Customer's request, Clari considers this item complete
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 Stage or Project sandbox is listed on the Order Agreement or in Section 2 "Project Scope"
- 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 at least ten (10) business days prior to training; bugs, issues, break/fix to be addressed post training sessions as needed
- Align MAPs can be implemented standalone or within Clari; authentication is via Clari or SFDC
- Clari will populate Align environment with existing MAP templates unless otherwise specified
- Clari Stage is currently not available for Clari Align as live data is required to create mutual action plans
3.3 Role Hierarchy or Enterprise Territory Management ("ETM")
- Customer is responsible for changes to Salesforce Enterprise Territories 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. |
| 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. Project Stages, Phases, and Activities
| Phase | Description |
| Strategize | Kickoff Meeting - Clari and Customer will hold a kickoff meeting to set the foundation for the implementation. The objective of the kickoff meeting is to align on roles and responsibilities, scope, implementation methodology, training and enablement, and Project timing. Requirements Gathering - Collaborative requirement-gathering working session or sessions will be held to define functional system requirements for the development and implementation of the Clari Revenue Platform. If in scope, Clari will provide additional support in the form of strategy workshops on predefined topics and outcomes. |
| 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
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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 |
| 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 through Friday, 8:30 am to 5:30 pm) in the timezone 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.
9. 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 (including refunds) caused by Customer's failure to meet its obligations. Customer will cooperate reasonably and in good faith with Calri in its performance of the Services. Customer responsibilities include but are not limited to:
- Working with Customer' stakeholders and implementation team and Clari to determine mutually agreeable timelines and resource schedules for the Project
- Delivering any Customer collateral and other obligations required under this SOW in a timely manner
- Responding to Clari's inquiries related to the Services in a timely manner
- 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; 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, and 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 |
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| Project Manager |
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| Product Owner |
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| IT/Technology Lead |
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| Salesforce Administrator |
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10. Expenses and Fees
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.
Fees: Customers will pay Clari the fees for the Services set forth in the Order Agreement. All payments are due in U.S. dollars unless otherwise indicated on the Order Agreement or invoice. Customer is responsible for providing complete and accurate billing and contact information to Clari and updating Clari of any changes. All fees paid are non-refundable and not subject to set-off.
11. Project Completion
- Each deliverable item set forth in the Project Scope section above (a "Deliverable") shall be deemed complete when delivered by Clari in satisfaction of the applicable description set forth in the Project Scope section above (the "Delivery Criteria"). Customer and Clari reserve the right at any time to suggest modifications to the Delivery Criteria, provided that any changes shall be effective only when agreed in writing.
- If any submitted Deliverable does not materially conform to the Delivery Criteria, Customer shall notify Clari in writing within seven (7) business days from the date the Deliverable was submitted. Failure to notify Clari of such non-conformance within the seven (7) day period constitutes a deemed completion of that Deliverable. If properly rejected, Clari will use reasonable efforts to correct the applicable issue and resubmit to Customer.
- The Project shall be deemed complete, and the SOW shall expire, on the Completion Date.
- 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.