Consulting Services Agreement - Support.com Inc.

SUPPORT.COM, INC.

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement") is made by and between Support.com, Inc., a Delaware corporation with its principal place of business at 1900 Seaport Blvd. 3rd Floor, Redwood City, CA 94063 ("Support.com"), and Richard Mandeberg, an individual with a residence or principal place of business at 11671 Putter Way, Los Altos, CA 94024 ("Consultant"), and is effective as of the Employment Separation Date as provided in the Parties153 Separation Agreement to which this Agreement is attached, or the date of signature by both Parties below, whichever occurs last (the "Effective Date").

The parties agree as follows:

1. STATEMENT OF WORK FOR SERVICES.

1.1 Contract Components. Subject to the terms and conditions of this Agreement, Consultant shall perform the services requested by Support.com as described in the Statements of Work attached hereto as Exhibit A (the "Services"). A Statement of Work sets forth the Services to be delivered, the time schedules for delivery and all fees, costs and related expenses to be paid by Support.com. The parties may enter into additional Statements of Work for such additional consideration as the parties may mutually agree, and, if so, each will constitute a separate contract subject to the terms and conditions of this Agreement. Each Additional Statement of Work shall be in writing, properly executed by the parties, reference this Agreement number, and shall be prepared in substantially the same form as Exhibit A. Statements of Work may be amended in a writing properly executed by the parties.

1.2 Performance. Consultant shall perform the Services in a careful, professional, workmanlike and timely manner. In the event that the Services are performed on Support.com or its customers153 ("End Customer") premises, Consultant agrees, while working on Support.com or End Customer premises, to observe all Support.com or End Customer rules and policies, including, but not limited to security of, access to or use of Support.com or End Customer premises or other properties. Consultant will protect Support.com and its End Customers153 proprietary or Confidential Information as set forth in Section 3 below. Consultant shall not remove any property of Support.com or its End Customers, including but not limited to any Confidential Information, from Support.com or its End Customers153 premises without the prior written consent of Support.com.

1.3 Project Management. [Deleted].

1.4 Right to Reject Consultant Employees. [Deleted.]

1.5 Subcontractors and Third Parties. Consultant shall not use independent consultants, subcontractors or other persons other than Consultant to perform the Services without the express written consent of Support.com.


2. TERM AND TERMINATION.

2.1 Term. This Agreement shall commence on the Effective Date and shall continue until August 31, 2010 unless terminated earlier in accordance with the provisions of this Section 2 or upon the mutual agreement of the parties (the "Term").

2.2 Termination for Convenience. [Deleted.]

2.3 Termination for Breach. If either party defaults in the performance of any material provision of this Agreement, or of the Parties153 Separation Agreement, the non-defaulting party may terminate this Agreement upon seven (7) days153 written notice thereof in the event the default remains uncured or cannot be cured. Such termination will result in immediate cessation of Consultant153s continuation of service under the Company153s stock plans and any further payments under Section 2(a) of the Separation Agreement will cease.

Without limiting the foregoing, the Parties acknowledge and agree that if, for example, Consultant breaches the non-disparagement provisions of the Separation Agreement, or breaches the non-solicitation provisions of the CIIA as attached to the Separation Agreement, then Support.com may terminate this Consulting Agreement for cause as provided herein if the breach remains uncured or cannot be cured.

2.4 Return of Materials; Cooperation. Upon termination of this Agreement for any reason, Consultant shall promptly return to Support.com (i) all Work Product (as defined in Section 3 below), software, records, materials, equipment, drawings and documents which are owned, leased or licensed by Support.com; and (ii) any data or documents of any nature pertaining to or incorporating any Confidential Information of Support.com (as defined in Section 3 below), including any copies thereof, regardless of when obtained by or made available to Consultant. Additionally, Consultant shall prepare and submit such documentation as may be necessary to evidence the results of the Services and the progress of Consultant in the performance of the Services.

2.5 Non-Solicitation of Support.com Employees and Contractors. Contractor agrees that, during the term of this Agreement and for a period of twelve (12) months thereafter, Consultant will not solicit or induce any employee or independent contractor of Support.com to terminate or breach any employment, contractual or other relationship with Support.com.

2.6 Survival. The termination of this Agreement for any reason shall not terminate the obligations or liabilities of the parties under Sections 2, 3, 4 and 5, each of which shall survive any such termination.

3. PROPRIETARY INFORMATION; CONFIDENTIALITY; TRADING RESTRICTIONS.

3.1 Confidentiality. Consultant agrees to keep confidential and not to disclose or make any unauthorized use of any trade secrets, confidential information, knowledge, data or other information of Support.com relating to products, research and development activities, processes,


software, titles, concepts, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, and pricing strategies or other subject matter pertaining to any business or research of Support.com, or any of Support.com153s clients, customers, consultants, licensees or affiliates, or which Consultant knows or has reason to know is considered confidential by Support.com (collectively referred to herein as "Confidential Information"), which Consultant may have produced, obtained, learned or otherwise acquired during the course of rendering services to Support.com (including, but not limited to, the Services). Consultant153s duty to maintain such Confidential Information in confidence hereunder shall survive the termination of this Agreement for a period of three (3) years, except to the extent that any such Confidential Information becomes generally known in the industry through no direct or indirect fault of Consultant. Consultant agrees to use such Confidential Information solely in connection with the performance of Services and for no other purpose.

3.2 Disclosure and Assignment of Inventions. All worldwide rights, title and interest in and to the programs, systems, data, concepts, ideas or materials conceived, produced or reduced to practice by Consultant, alone or with others, resulting from or relating to the Services, and the improvements and inventions made thereon, including without limitation all copyrightable or patentable materials (collectively the "Work Product"), and all intellectual property rights in and to the Work Product, shall belong exclusively to Support.com. Consultant hereby assigns and transfers in perpetuity to Support.com without further compensation all of Consultant153s worldwide rights, title and interest in and to the Work Product, including, but not limited to, all patent rights, copyrights, mask work rights, trade secret rights and other proprietary rights therein. Consultant agrees to promptly disclose all Work Product in writing to Support.com, to execute such patent, copyright and other documents of assignment, transfer or registration, and to provide such other assistance as Support.com may reasonably request, at Support.com153s expense, in order to assist Support.com in obtaining, perfecting, evidencing or protecting its rights. In the event that Support.com is unable to obtain Consultant153s signature to any lawful and necessary document required to apply for or prosecute any patent, copyright or other applications with respect to any Work Product (or renewals, extensions, continuations, divisions or improvements thereof), Consultant irrevocably designates and appoints Support.com and its duly authorized officers and agents as Consultant153s agents and attorneys-in-fact to act for, and on Consultant153s behalf, to execute and file any such document with the same legal force and effect as if executed by Consultant.

3.3 Maintenance and Return of Records. Consultant agrees to keep and maintain adequate and current written records of all Work Product (in the form of notes, sketches, drawings and as may be specified by Support.com), which records shall be available to and remain the sole property of Support.com at all times. At the end of the project, the Consultant agrees to return all Work Product, Confidential Information, notes, reports, lists and any other material related to the project back to Support.com.

3.4 Other Obligations. Consultant acknowledges that Support.com from time to time may have agreements with customers and other third parties which impose obligations or restrictions on Support.com regarding inventions or creative works made during the course of work thereunder or regarding the confidential nature of such work. Consultant agrees to be bound by all such obligations and restrictions, of which Consultant is informed, and to take all action necessary to discharge the obligations of Support.com thereunder upon notice of same from Support.com.


3.5 Rights of Others. Consultant represents and warrants to Support.com that the Work Product or any part thereof does not and will not infringe or misappropriate any proprietary right of any third party. Consultant represents that Consultant153s performance of this Agreement does not, and will not, breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Consultant in confidence or in trust prior to or during Consultant153s association with Support.com. Consultant will not disclose to Support.com, or induce Support.com to use, any confidential or proprietary information or material belonging to any previous or current employer or others. Consultant agrees not to enter into any agreement, either written or oral, in conflict with the provisions of this Agreement.

3.6 Competitive Activities. During the period in which Consultant is performing services for Support.com and for two (2) years thereafter, Consultant shall not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Support.com (including, without limitation, rendering any services that are similar to the Services to any party to whom Services are being rendered under this Agreement), and Consultant shall not assist any other person or entity in competing or preparing to compete with any business or demonstrably anticipated business of Support.com.

3.7 Trading Restrictions. During the period in which Consultant is performing services for Support.com, Consultant agrees to comply with the Support.com Insider Trading Policy, which is expressly incorporated herein by this reference. The Insider Trading Policy contains several restrictions on the trading of Support.com shares, including but not limited to, preventing Consultant from trading in Support.com shares on material inside information and restricting the time during which Consultant may trade to certain trading windows throughout the calendar year.

4. LIMITATION OF LIABILITY. SUPPORT.COM SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID BY SUPPORT.COM TO CONSULTANT HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, OR (II) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR ANY LOST REVENUE, PROFITS OR DATA), OR (III) ANY MATTER BEYOND ITS REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CONSULTANT.

5. MISCELLANEOUS.

5.1 Notices. Any notice, demand, request or other communications hereunder shall be in writing and shall be deemed sufficient when delivered personally or sent by facsimile (with prompt confirmation of receipt) or upon deposit in the U.S. mail, as certified or registered first class mail, with postage prepaid, and addressed, if to Support.com, at its principal place of business set forth above, Attention: Legal Department and if to Consultant, at Consultant153s principal place of business set forth above, unless another address shall have been designated in the manner provided in this Section 5.1.


5.2 Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, Support.com153s successors and assigns. The rights and obligations of Consultant under this Agreement may only be assigned with the prior written consent of Support.com and will be binding upon Consultant153s heirs, legal representatives and permitted assigns.

5.3 Further Actions. Both parties agree to execute any additional documents and take such further action as may be reasonably necessary to carry out the purposes of this Agreement.

5.4 Injunctive Relief. In addition to any of the other remedies available to Support.com, Consultant agrees that Support.com and/or Support.com153s shareholders shall be entitled to a decree of specific performance or an injunction restraining violations of Section 3 of this Agreement. No remedy provided herein is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity.

5.5 Governing Law. This Agreement shall be governed in all respects by the substantive laws of the State of California, United States of America (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of California between California residents, without regard to the U.N. Convention on Contracts for the International Sale of Goods. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the California state courts in and for Santa Clara County, California or, if there is federal jurisdiction, the United States District Court for the Northern District of California, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.

5.6 Attorneys Fees. In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the substantially prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys153 fees, expert witness and legal expenses as may be fixed by a court.

5.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.

5.8 No Continuation of Consulting beyond Term. Nothing contained herein shall confer upon Consultant any right to continue to render services to Support.com (including the Services) or to become employed by Support.com, and Support.com reserves all rights to terminate Consultant153s services (including the Services) in accordance with the provisions of Section 2.

5.9 Expenses. Each party hereto shall pay such party153s own expenses incurred (including, without limitation, the fees of counsel) on such party153s behalf in connection with negotiating this Agreement or any transactions contemplated by this Agreement.

5.10 Entire Agreement. This Agreement and the Separation Agreement of even date herewith embody the entire agreement and understanding of the parties hereto, and supersede all prior or contemporaneous written or oral communications or agreements between Support.com and Consultant, regarding the subject matter hereof. This Agreement may only be amended by written agreement between Support.com and Consultant. By signing and delivering this Agreement and/or


any Exhibit, Attachment, Amendment, or Addendum hereto, each party will be deemed to represent to the other that the signing party has not made any changes to such document from the draft(s) originally provided to the other party by the signing party, or vice versa, unless the signing party has expressly called such changes to the other party153s attention in writing (e.g., by "redlining" the document or by a comment memo or e-mail).

5.11 Waivers. The failure of either party to insist upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance shall continue in full force and effect.

5.12 Counterparts. This Agreement may be executed in one or more counterparts each of which shall be an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Support.com, Inc.

Consultant: Richard Mandeberg

By:

Signed:

Name:

Date:

Title:

Date:


EXHIBIT A TO CONSULTING AGREEMENT

STATEMENT OF WORK #1

DESCRIPTION OF SERVICES

Weekly reporting, consulting and other services with respect to the transition of business development responsibilities to new management personnel in a professional and positive manner, including without limitation:

Transition for existing accounts and account relationships

Transition for prospective accounts and account relationships

Transition for existing business development team personnel

Orientation and support of new business development lead

Maintenance of positive and professional interactions with all involved, including without limitation account relationships and all representatives of the Company153s existing customers and prospective accounts

Other reporting and consulting projects as reasonably requested by Support.com in relation to any of the foregoing areas

SCHEDULE

Commencing on the Effective Date and continuing weekly through the Term.

PROJECT MANAGER

Support.com Project Manager.

Joshua Pickus

Consultant Project Manager

Richard Mandeberg

DESCRIPTION OF COMPENSATION ARRANGEMENTS

Fees and Hours.

Fees are due as provided in the Parties153 Separation Agreement. Work is estimated to involve at least 20% of FTE for Consultant based on past employment.

Payment. As provided in the Parties153 Separation Agreement. All consideration provided in relation to the Parties153 Separation Agreement is inclusive of Consultant153s services as provided in this Statement of Work #1. Consultant acknowledges and agrees that all payments made may be subject to customary withholding for taxes as may be applicable.

Expense Reimbursement. Support.com shall reimburse Consultant for all reasonable expenses incurred under this Agreement at Support.com153s request and with Support.com153s prior written approval. Reimbursable expenses shall be invoiced to Support.com on a monthly basis, together with all supporting documentation required by Support.com, and Support.com shall pay such invoices within thirty (30) days of receipt of invoice.


IN WITNESS WHEREOF, the parties hereto have executed this SOW #1 to the Consulting Services Agreement ("Agreement") as of the date set forth below and acknowledge that this SOW #1 hereby incorporates and is otherwise governed by the terms set forth in the Agreement, to which this SOW #1 is attached.

Support.com, Inc.

Consultant: Richard Mandeberg

By:

Signed:

Name:

Date:

Title:

Date: