Wisconsin_Dept_of_Administration_2022-12-15_O-Fully Executed.pdf

DocuSign Envelope ID: F8097601-5A1E-4EDD-B944-830F91C63600

Quote Number: Q-00136344 Order Effective Date: (Date of Last Signature Below)

Cornerstone OnDemand – ORDER Client Name (“Client”) Wisconsin Department of Administration

Order Start Date 12/31/2022

Order End Date 12/30/2023 Is a new purchase order required for this purchase?* (“No,” unless box is checked) [ ]Yes: PO#

Primary Client Contact Ceotrid Gilbert ceotrid.gilbert@wisconsin.gov +1 608-267-

Client Address (Ship To) Wisconsin Department of Administration 101 E. Wilson St., Madison, WI, 53703, United States

Primary Billing (Invoice) Contact Angie Skaggs doadetinvoicepayment@wisconsin.gov +1 608-224-

Client Billing (Invoice) Address Wisconsin Department of Administration 101 E. Wilson St., Madison, WI, 53703, United States

*Note: Please send purchase order number to DLCollections@csod.com within three (3) business days of order signing.

Product(s)

Period 12/31/2022 - 12/30/2023

Product Qty Annual Fee Content Anytime Public Sector 15,000 $208,650.00 Single Sign On - Standard (SSO) Connector (s) 1 $7,500.00 Data Exporter 1 $0.00 Extended Enterprise Cloud - Platform 1 $0.00 eCommerce - EXE - Transaction Based Licensing 1 $10,000.00 eCommerce Gateway Integration (Cybersource) 1 $5,000.00 Encryption of Data at Rest Connector 1 $0.00 Unlimited Video Hosting and Delivery 1 $10,000.00 Web Services with Integration Connector (s) 1 $10,000.00 Learning 42,000 $361,214.70 Data Exporter 1 $0.00 Data Exporter 1 $0.00 Data Exporter 1 $0.00 Data Exporter 1 $0.00 Extended Enterprise – Transactions 200,000 $1,000,000.00 Elite Customer Success Package 1 $114,000.00 Edge Import 1 $10,000.00

Annual Subtotal USD 1,736,364.70 First Year Grand Total USD 1,736,364.70

Special Terms

In Alignment with MA State of Wisconsin Contract Number: 505ENT-M20-CORNERSTONE-01

DocuSign Envelope ID: ED3807D0-37DB-4983-B932-FC959414DF22 mailto:ceotrid.gilbert@wisconsin.gov mailto:doadetinvoicepayment@wisconsin.gov mailto:DLCollections@csod.com

Client exercises OPTIONAL Year 4 of Agreement -Optional Renewal ONE Clause Please see Amendment for modifications

Initial Term: 12/31/2019 – 12/30/2022 Optional Renewal Terms:

TERM-Optional Renewal One: 12/31/2022 – 12/30/2023 Additional Item:

To include additional copy downs per year in the Order; (1) for Pilot and (2) for Staging. These would be in addition to the current count of (1) for Pilot and (1) for Staging.

CONCESSION BELOW FOR 12/31/2022-12/30/2022 ONLY

Removal of PPG

Invoicing Schedule

Payment terms for this Order shall be net 30 days.

Annual Fees are invoiced annually, beginning on the Order Start Date(s), through the Order End Date(s). If applicable, the final invoice for annual fees will be prorated. One-time fees are invoiced on the Order Start Date(s).

Except as otherwise expressly set forth herein, all purchases are non-cancelable and non-refundable.

Fees are exclusive of applicable sales, use, VAT, GST, digital tax, DST and other taxes and are net of withholding taxes.

Product Details

Elite Package:

New Functionality Readiness and Adoption – adopt and drive usage of new features Optimization and Curation – keep your system relevant and easy to use, increase adoption and build competencies S.O.S. (Sustain Our System) – get help with tasks and on-boarding new admins, and tune up your reports Direct Access to Technical Resources Education – an efficient way to learn Cornerstone products, features and functions Customer Success – proactive, strategic guidance and support to make the most of your investment Technical Support – enhanced support and issue resolution Customer Community – access self-help tools, connect with peers and stay up to speed on what’s new Product Collaboration and Engagement – have a voice in the future of Cornerstone

See https://www.cornerstoneondemand.com/support/elite for detailed support descriptions. See attachments for supporting material (Customer Success Package Elite and Service Level Agreement Enhanced). The customer support services and Service Level Agreement may be updated and/or changed from time to time upon reasonable notice to Client; provided, however, that the support or service levels shall not be materially diminished at any time during the Term.

Purchased course(s) shall be available from the Order Start Date above, through the earlier of: (i) the Order End Date above; or (ii) termination/expiration of all Learning Orders; or (iii) termination of the Agreement, after which time all access / course registrations shall be terminated or expire without refund. Course loading and hosting services are included as a part of this Order. Content subscriptions are non-transferable; they are unique to individual users. Cornerstone reserves the right to invoice Clients http://www.cornerstoneondemand.com/support/elite http://www.cornerstoneondemand.com/support/elite automatically for each subscription/registration exceeding the number purchased, based on the total Content price set forth in this Order, divided by the total number of Active Users subscribed to/registered for that Content.

Order Validation

Some Content is hosted by third-party content providers. These providers may process personal information (e.g., Active User identification, course tracking, etc.) only as necessary to provide the Content in accordance with AICC, SCORM, or equivalent standards. The list, locations, and security and privacy policies of such providers are available upon request.

Terms and Conditions

This Order is hereby incorporated into and made part of the parties’ master agreement (the “Agreement”). If the term of the Agreement is set to expire prior to the end of the Order Term, the term of the Agreement is hereby extended through the end of the Order Term for the purposes of this Order.

Agreed and accepted:

Client Cornerstone OnDemand, Inc.

Signature: Signature:

Name: Name: Jared Bogert

Title: Title: GVP Sales, North America

Date: Date: December 16, 2022

12/19/2022 | 2:54 PM CST

Cheryl Edgington

Bureau Director

WISCONSIN DEPARTMENT OF ADMINISTRATION

DIVISION OF ENTERPRISE OPERATIONS

DOA-3051 (R 07/2015)

S. 51.01(5) WIS. STATS.; AND

S. 111.32(13M) WIS. STATS

Contract Amendment

STATE BUREAU OF PROCUREMENT

101 EAST WILSON STREET, 6TH FLOOR

POST OFFICE BOX 7867

MADISON, WI 53707-7867

FAX (608) 267-0600

TTY (608) 267-9629

HTTP://VENDORNET.STATE.WI.US

Contract No.: 505ENT-M20-CORNERSTONE-01 Amendment No.: 1

Contract Title: Learning Management System This Amendment is entered into by and between the State of Wisconsin, Department of Administration, and the Contractor, whose name, address and principal officer appears below.

Contractor Name Cornerstone OnDemand, Inc.

Contractor Address 1601 Cloverfield Blvd. Suite 600s

City: Santa Monica State: CA Zip: 90404

Principal Officer:

The parties wish to change the terms of the above-referenced Contract in the following manner:

This Amendment #1 extends the term for the Learning Management System Contract #505ENT-M20- CORNERSTONE-01, from December 31, 2022, through December 30, 2023. In addition, “Exhibit D Cornerstone Order Form” of the Contract, with the exception of the “Special Terms” is modified and replaced with the attached Order Form referenced as Quote Number: Q-00136344.

Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:

505ENT-M20-CORNERSTONE-01 shall remain in effect unchanged. In the event of any inconsistency or conflict in the Contract and this Amendment, the provision of this Amendment shall control.

To Be Completed by Contractor

For State of Wisconsin Department of Administration Cheryl Edgington, Director State Bureau of Procurement

For Cornerstone OnDemand, Inc.

Company Name:

1601 Cloverfield Blvd., Suite 600S

Address:

Signature Santa Monica

CA 90404

Date By

City: State: Zip:

Jared Bogert

Printed Name:

GVP Sales, North America

Title:

December 16, 2022

Date:

This document can be made available in alternate formats to individuals with disabilities upon request.

Signature

12/19/2022 | 2:54 PM CST

http://vendornet.state.wi.us/

Customer Success Package Elite

What’s included with your Cornerstone purchase?

Customer Success Package - Elite

Enhanced SLA

Cornerstone’s Elite package provides ongoing strategic partnership to position your organization to achieve desired business outcomes utilizing our products. The Elite package is ideal for large global organizations with distributed user populations requiring highly complex configurations and multiple technical solutions. It provides access to available self -service resources, expanded technical support coverage including a Dedicated Support Advocate and a set of offerings to optimize utilization and ensure alignment with your talent objectives. Whether you own a single product or the full HCM solution, your Customer Success Manager (CSM) will understand your business and proactively provide guidance to maximize your success.

Customer Success – proactive, strategic guidance and support to make the most of your investment

• Intensive Onboarding: Partnership with Cornerstone in preparation for Go-Live, including guidance for UAT activities, rollout, and communication plans, positioning you to launch confidently.

• Named Customer Success Manager: Customer Success Manager (CSM) aligned to your account to provide expertise and solutions to align people, processes, and technology to achieve your desired business outcomes.

• Partnership Review: Review to recognize accomplishments and impact and to identify initiatives and success measures, ensuring alignment with desired business outcomes and value from the Cornerstone platform.

• Customer Health Check-in: Your CSM is available to ensure overall client satisfaction and continued alignment of the solution and your talent management strategy and vision.

• In-Person Meeting: Your CSM will join you onsite to review initiatives and discuss solution priorities and highlight opportunities to ensure continued alignment in talent management objectives and system utilization.

• Personalized Support Plan: Align your business goals with the solution and develop recommendations to ensure your talent management strategy is supported and highlight resources, activities, and milestones.

• Office Hours: Specialists are available to address your specific use case and feature/function questions and provide recommendations to maximize your use of Cornerstone products.

https://files.cornerstoneondemand.com/support/enhanced/sla.pdf

• Talent Management Webinars: Engage with the customer client community while learning from Cornerstone experts in webinars showcasing multiple ways to translate today's biggest talent trends into the Cornerstone platform.

New Functionality Readiness and Adoption - adopt and drive usage of new features, quicker

• Online Release Community: Your one-stop shop to access release resources, collaborate with other customers on feature and function use cases and best practices, and ask Product Managers questions about new features.

• Release Videos: Videos with Cornerstone Product Managers featuring introduction and demos of release highlights to support testing and adoption.

• Release Notes and Summary: Detailed feature descriptions, use cases, and imagery provided with each release readiness cycle to help administrators understand release features and impact on the Cornerstone platform.

• UAT: Prior to the release, new features are deployed exclusively to your testing environment, providing an opportunity to test and plan rollout of the new features without impacting your live environment.

• Adoption Toolkit: Curated playlist to guide planning and configuration of major new features in each release and drive your adoption. Includes Benefit Analysis for New Features and Templated Communication materials.

• Product Roadmap: A posted document that outlines the proposed development schedule for all Cornerstone products and provides visibility into major initiatives by product for the next 9-12 months.

• Product Roadmap Sneak Preview: Preview webinar highlighting planned product initiatives.

• Release Recommendations: Personalized recommendations for features and enhancements to adopt in each release, based on your specific use of Cornerstone, future talent strategy and desired business outcomes.

Optimization and Curation – keep your system relevant and easy to use, increase adoption, and build competencies

• Optimization: Virtual sessions focused on curation and review of current product utilization and talent strategy to identify opportunities for optimization. Topics are customized to products in use and may include content, recruiter and candidate experience, performance, succession and compensation processes, learner experience, forms, employee life cycle management, and employee engagement.

• Multi-Module Configuration Review: Review of talent processes built across multiple products to confirm the optimal configuration, ensure task set up meets the desired end talent goal, and highlight risks to consider.

• Review of Features Not in Use: Review of utilization to identify features you can benefit from that are not currently in use and provide guidance on enablement and adoption to maximize your Cornerstone investment.

• Onsite Workshop: Annual meeting with your stakeholders to identify strategic business initiatives and provide recommendations to support execution and long-term planning.

S.O.S. (Sustain Our System) – get help with tasks and onboarding new admins, and tune up your reports

• Onboarding of New Administrators: Orientation to resources, product training, and engagement programs, positioning new administrators to learn the product and confidently adopt administrative responsibilities.

• Reporting & Analytics Review: Review of your existing reports focused on optimization and guidance on new reports and analytics to explore based on your business needs, reporting strategy and evolving functionality.

• Portal Data Structure Review: Review of your data hierarchy, including Groups and Organizational Units (OUs), including recommended updates and actions to help ensure system alignment with your talent objectives.

• Security & System Governance Review: Review of your utilization of Security Roles and Permissions including administrative considerations and recommendations for documentation and system governance.

Education – an efficient way to learn Cornerstone products, features and functions

• Learn It Now - Fundamentals: Learn the foundational basics of the Cornerstone platform in an engaging micro-learning video series focused on providing essential knowledge required to confidently administer each product.

• Learn It Now - Specialist and Expert: In-depth video content focused on developing advanced product knowledge and how to configure and optimize connecting processes across products.

• Learn It Live - Fundamentals: Live, virtual 30-minute training sessions with a Cornerstone Product and Training expert focusing on how to configure and administer various features and maximize your Cornerstone investment.

• Learn It Live - Specialist and Expert: Live, virtual 2–4-hour interactive sessions with a Cornerstone Product and Training expert to explore advanced topics and complex use cases to maximize your Cornerstone investment.

• Online Help: Comprehensive documentation including step by step instructions on functionality within the Cornerstone platform available on demand for administrators to get up to speed with Cornerstone products.

• Recorded Product Demos: On-demand demonstrations of the end-user experience across the Cornerstone platform to provide inspiration on how to maximize each product.

Direct Access to Technical Resources

• Direct Access to Technical Resources: Enables alignment between your technical team and Cornerstone’s technical experts related to overall strategy, major project initiatives and critical tasks on a quarterly basis.

Technical Support – enhanced support and issue resolution

• Case Management Tools: Support Central portal available online 24/7, supporting case submission, status tracking, communication, and resolution.

• Knowledge Base: An ever-growing Knowledge base within Support Central curated by product experts for you to easily find in-depth articles to answer and troubleshoot product questions.

• Phone Support: Available Monday through Friday, 24 hours to administrators that complete minimum required product training.

• 10 Named Administrators: Individuals licensed and trained to engage with Cornerstone Global Customer Support.

• Support Performance Scorecard KPIs: Standard metrics published quarterly via the online Support Central portal to provide insight into case submission and resolution trends.

• Dedicated Support Advocate (DSA): A subject matter expert within Global Customer Support aligned to provide oversight and advocacy toward resolution of your team’s support cases.

• Scheduled DSA Calls: Scheduled, recurring meeting to review status and progress of open support cases as well as upcoming projects or future support needs with your

DSA.

• Release Weekend Support: Live support during release weekend.

• Case Prioritization: Weighting applied to your cases for specialized handling within the support workflow.

• Live Emergency Phone Support: Available 24/7 for Emergency Support in the case of an S1/S2 incident, as set forth in your SLA agreement.

• Service Levels: Enhanced, as set forth in your SLA agreement.

Customer Community - access self-help tools, connect with peers, and stay up to speed on what’s new

• Cornerstone Success Center (CSC): Self-service community to access training, connect with customers, research product and technical questions, manage quarterly releases and grow as a talent management professional.

• Customer Newsletter: Published monthly to share product updates, Cornerstone events, partner news, engagement opportunities, customer success stories and articles providing insight on talent management trends and practices.

• Customer Community Networking: Designated ‘Ask a Peer’ communities in the CSC where Customer Experts answer questions, share best practice insight and personal experience, and provide solution recommendations.

• Regional User Groups: Meetings to foster networking, learning, and sharing best practices with customers that leverage the Cornerstone platform. Meetings are customer-driven and focus on relevant topics.

• Communities of Practice: Strategic webinars with thought leaders on specific topics.

• Best Practice Webinars: Deep dive on one product or topic to drive adoption and optimization.

Product Collaboration and Feedback – have a voice in the future of Cornerstone

• Product Feedback Sessions: Hosted by Cornerstone on an as needed basis during Discovery and Design phases to gather input on use cases, product design, and usability, ensuring functionality aligns to your talent objectives.

• 1:1 Product Management Meetings: Opportunities (by invitation) to engage directly with Product Managers and provide input and present organizational use cases during the design and development process.

• Product Advisory Councils: Opportunities for select executive-level contacts (by invitation) to influence and provide feedback on Cornerstone's product direction, focused on talent management and technology trends.

• Executive Exchange: Direct engagement at the executive level, allowing influence into Cornerstone’s strategic business initiatives and an opportunity to provide input for Cornerstone to validate before decisions are made.

• Cornerstone Executive Sponsor: A senior Cornerstone leader partners with you and your account team to sustain a positive customer relationship and advocate for success in all facets of your talent management vision.

https://files.cornerstoneondemand.com/support/enhanced/sla.pdf

SERVICE LEVEL AGREEMENT (ENHANCED)

This Service Level Agreement is subject to the terms and conditions of Customer’s agreement with Cornerstone (the “Agreement”) and does not become operative until Customer has signed off on Implementation, training is completed for all products purchased, and Customer’s portal is live on Cornerstone’s production environment. For clarity, this Service Level Agreement applies only to Cornerstone’s own products in “live” portals.

DEFECTS

A "Defect" is a technical defect with the Cornerstone application and/or those portions of software integrations within Cornerstone’s control. Defects fall into two general categories:

major (Severity 1 and Severity 2) and minor (Severity 3). The "Severity" of a Defect is determined by Cornerstone, subject to the following definitions and parameters.

Major Defects

• Severity 1 (S1): A Defect that results in at least one of the following: (i) the Cornerstone URL produces no results, or (ii) Customer's authorized users cannot log in to Cornerstone's application after repeated attempts. "Severity 1" does not include downtime for maintenance.

• Severity 2 (S2): A Defect that results in any of the following: (i) an entire application module

(e.g., Learning, Performance, Extended Enterprise, etc.) is inaccessible; (ii) no course is being delivered; (iii) no queue will process any transactions; (iv) no report within the application produces any data or the data has not been refreshed in fewer than twenty-four (24) hours; or (v) no tasks will launch.

S1

S2

Initial Notification

One (1) hour via an Incident Report

Status Updates

Every two (2) hours until resolution or as indicated in the Incident Report

Resolution

Eight (8) hours

Twelve (12) hours

Remedy

In the event that Cornerstone has not complied with its "Resolution" obligations set forth above, then, for each calendar day (or portion thereof) that Cornerstone has not so complied, Customer shall be entitled, as its sole and exclusive remedy therefor, to a credit* against Customer's next invoice equal to 1/365th of the annual fees for the affected Software set forth in the Agreement.

Minor Defects

• Severity 3 (S3): A Defect in one or more application features.

For "Severity 3" Defects, Customer determines its priority in having the Defect resolved (i.e., Priority 1 (P1), Priority 2 (P2), or Priority 3 (P3)). Any issue not clearly labeled "Priority 1" or "Priority 2" by Customer at the time of initial submission will be deemed a "Priority 3" issue.

As a guideline, below are some examples of the three priority levels:

• Priority 1 = A prominent feature I routinely use that is important to my business, where multiple users are prevented from progressing with important tasks. There is no work-around. “I get mad whenever I think about it not working.” An example: The submit button on a task is greyed out and a user cannot submit a performance review.

• Priority 2 = A feature that is annoying when it doesn’t work, but multiple users are not prevented from progressing with important tasks. A work-around exists. “I get annoyed but can deal with it not working.” An example: Users' transcripts do not accurately reflect course completions. A temporary work-around is available via Cornerstone manually running reports for the Customer to access this data.

• Priority 3 = A feature issue that is neither Priority 1 nor Priority 2, including without limitation, cosmetic issues with the application. “I can deal with it.” An example: An image is scaled too large on certain printed transcripts.

S3/P1

S3/P2

S3/P3

Case Generation

Upon submission

Status Updates

Available 24/7 via self-service portal

Resolution

Thirty (30) calendar days

Thirty (30) calendar days

Within a reasonable time period

Remedy

In the event that Cornerstone has not complied with its "Resolution" obligations for S3/P1 and S3/P2 set forth above, then Customer shall give Cornerstone prompt, written notice of such non-compliance. If, after five (5) business days from receipt of such notice of non-compliance, Cornerstone still has not resolved the problem, then Customer shall be entitled, as its sole and exclusive remedy therefor, to a one-time credit* against Customer's next invoice equal to 1/365th of the annual fees for the affected Software set forth in the Agreement.

N/A

UPGRADE/DOWNGRADE OF PRIORITY LEVEL

If, during the case submission process, Cornerstone reasonably determines the issue either warrants assignment of a higher priority level than currently assigned or no longer warrants the priority level currently assigned based on its current impact on the production operation of application, then the priority level will be upgraded or downgraded accordingly to the priority level that most appropriately reflects its current impact.

GENERAL QUERIES

Cornerstone endeavors to respond to all general queries about the application within one

(1) business day.

OFFLINE PLAYER SUPPORT

For Offline Player, Cornerstone support is limited to troubleshooting one model PC in the Customer’s environment that meets the minimum technical requirements specified by Cornerstone (available in the Cornerstone Success Center). It is the responsibility of the Customer’s primary administrator to ensure all other machines in their environment conform to the model PC requirements. Should the Customer desire troubleshooting assistance with issues other than on the model PC, Cornerstone may be available to provide support services for an additional fee.

Cornerstone will periodically release new versions of Offline Player. Accordingly, technical support will be available for the then-current version and immediately prior version only. In addition, if a code change is required to resolve the issue, the Customer may be required to upgrade to the then-current version of Offline Player. The Customer’s primary administrator is responsible for ensuring that the Offline Player is kept up-to-date, including applying available software updates.

The Customer agrees to provide WebEx access (or other means of remote diagnostics) to the model PC upon request to aid troubleshoot efforts.

SOFTWARE AVAILABILITY

Cornerstone will provide at least 99.5% availability per calendar month to Software (excluding reasonable and scheduled maintenance periods, which usually occur at or after 5:30pm US Pacific Standard Time on Fridays). In the event that Cornerstone has not complied with this Software availability obligation, then, for each 0.3% (or portion thereof) of availability below 99.5%, Customer will be entitled, as its sole and exclusive remedy therefor, to a credit against Customer's next invoice equal to 1/365th of the annual fees for Software set forth in the Agreement.

*To claim a credit, Customer must submit a credit request within thirty (30) days of the event giving rise to a credit. Upon receiving the request, Cornerstone shall have five (5) business days to respond.