Adoption Statement of Work (01-09-2024)

This Statement of Work (this “SOW”) is entered into and governed by the Master Subscription Agreement, Subscription Terms, or other similar written agreement (the “Agreement”) by and between Customer (“Customer”), and Harness Inc. (“Harness”) (Customer and Harness each a “Party”, and collectively, the “Parties”).  This SOW and the Agreement constitute the complete agreement regarding services provided under this SOW.  Except where the contrary is expressly provided, the terms and conditions of the Agreement shall prevail over any conflicting terms or conditions in this SOW.  

Changes to this SOW will be processed in accordance with the procedure described below. The investigation and the implementation of changes may result in modifications to the schedule, resources, charges and/or other terms of this SOW.

Any defined terms not specifically defined herein shall have the meaning given to them in the Agreement.

1. PROJECT OVERVIEW

This SOW covers services intended to provide engineering expertise to provide strategic architecture expertise with respect to utilizing the Harness Platform and the software modules licensed by Customer (the “Solution(s)”), including consulting with the Customer in connection with Customer’s deployment, management and integration of Solutions in Harness production and Non-Production Environments. An Adoption project team will be designated to the Customer account that provides strategic and tactical guidance on Customer processes and initiatives with respect to cloud transformation utilizing Harness Solutions. Harness may utilize an employee or subcontractor (a “Partner”) to provide the Services under this SOW. Harness shall remain liable or all acts and omissions of its personnel in their provision of the Services set forth in this SOW.

2. SERVICES; AVAILABILITY

Services

During the Adoption Program Period, Harness teams with Customer will plan and execute the following activities:

• ‍Architecture Design and Reviews: Collaboratively design the architecture for new Harness solution and adoption use cases and review and provide feedback on existing architecture designs under use. Ensure that architectural decisions align with organizational goals and standards.
  — Adoption Management of additional user-based adopter teams onto Harness from initial onboarding program, and adoption of additional Use Case onto Harness solutions,  that fall within the scope found in the applicable Module Appendix 
  — Guided White Boarding Sessions on adoption plan management
  — Guided Hands on Keyboard for configuration for adoption plans and enablement plans to Harness
  — Guided Hands on Keyboard for net new adoption use cases or adoption focused use cases
  — Assisted facilitated workshops for groups to use the Harness solutions
• Module Adoption Workstreams: Confirm and plan specific module adoption goals and objectives to be managed in project plans as part of the overall adoption program, during the program term. Specific scope to be implemented during the adoption program to be found in the applicable Module Appendix.
• Technical Mentoring: Offer technical mentorship over the course of the retainer. Help users understand and implement Harness-module architectural patterns, best practices, and solution standards.
• Implementation Documentation Updates: Maintain Harness-module architectural documentation that is accessible to customer teams. Ensure that architecture diagrams, design decisions, and usage guidelines are well-documented.

Exclusions: The following activities are outside the scope of the adoption engagement:

• Hands-on interaction with production customer systems 
• Non-Harness Solutions 
• Harness University Enablement 
• Services outside of the Business Day determined in the planning sessions
• Creation, delivery or support of custom-built modules or extensions for any Solutions
• Extensions or integrations not delivered with Solutions 
• Project management of Customer resources, teams, and/or other 3rd party resources outside the program

Availability

A “Business Day” means any weekday, Monday through Friday, generally falling between 9:00 A.M. and 5:00 P.M.  in the time zone of the RP team, excluding holidays, weekends, and reasonable PTO. A “Business Week” means 5 Business Days, Monday through Friday, except company holidays in the country where the RP resource resides.  

The Harness team will work only within a normal Business Day and be available for up to sixteen (16) hours per Business Week for the duration of the RP Engagement.  Harness shall have the right, in its sole discretion and for any reason, to assign a new staff with prior written notice,  provided it does not have a materially negative impact on the velocity or quality of the work being performed.

3. TIMELINE; SCOPE OF PROJECT; SPRINT DETAILS

Timeline for Adoption Sprints (as applicable)

‍

Scope of Project and Adoption Kickoff

The procedures set forth below and in the appendices (as referenced) apply to the duration of this Adoption SOW, for the implementation and adoption of Harness software modules (the “Product”). This SOW includes (A) Platform Setup Scope, and (B) Module Adoption Scope, for the agreed upon use cases.

The SOW shall begin with a kickoff meeting, known as the “Adoption Kickoff”, which will be scheduled by the Harness team taking into account Customer’s preferred schedule. The intent of the Adoption Kickoff is to introduce and align stakeholders, decision makers, engineers and the Harness team to ensure clear understanding of the process to be followed and scope of this Adoption SOW. The Adoption Kickoff is also intended to determine any onsite logistics (if necessary), key technical resources needed from the Customer, and general ways of working during the engagement. The outcome of this meeting should result in the scheduling of the Discovery & Design Review from the Presales workshops that were completed prior to this engagement.

Kickoff and Sprint Planning Details

Adoption Deliverable: AGREED UPON Adoption PROJECT PLAN

• Delivered within one Business Week of the completion of the Kickoff activities described above.
• The Engagement Plan may contain the following, as appropriate:
  — A high level installation architecture and design for the Product
  — The software and staff prerequisites to support the Project
  — Project dates and timelines, defined by sprint outlining prioritized tasks and deliverables
  — Will highlight risks/issues and/or blockers that put the timelines at risk
  — Prerequisites / tasks to be completed by the Customer before Implementation Sprints can begin, including providing the required people that must be available during the Sprint timelines.
• The Engagement Plan will be available via the Harness Professional Services Portal (a link to this Portal will be provided) for Customer to view and track Customer’s participation throughout the term of this SOW.

Acceptance Criteria for Deliverables; Acceptance Process: 

• The Customer will have three (3) days to review the Engagement Plan and provide approval.  If the Customer rejects any aspect of the Engagement Plan, the Parties will work together to address the issue(s) and an updated Engagement Plan will be provided for review and Customer will have an additional three (3) days to review the revised Engagement Plan.  This approval cycle will continue up to (2) times, or until the Engagement Plan has been approved by Customer, whichever comes first.  
• If Customer does not provide an affirmative approval or rejection of the Engagement Plan during the 3 day review period, or after the second approval cycle, the Engagement Plan shall be deemed automatically approved. 
• Implementation Sprints will not be scheduled until the Engagement Plan is approved. Once approval is provided, the Implementation Sprints will be scheduled. Harness requires up to 3 Business Days to finalize the scheduling for the Implementation Sprints.

Implementation Sprint(s):

The purpose of the Implementation Sprints is to ensure the Engagement Plan as documented and agreed upon in Discovery & Design Sprint is delivered. The Implementation Sprint timelines are defined and prioritized in the Engagement Plan.

Customer Prerequisites

• Customer agrees that the following will be completed prior to the start of Implementation Sprints:
  — Review and approval of the Engagement Plan
  — Completion of implementation prerequisites set forth in the Engagement Plan
  

Platform Setup (as applicable) 

• Single Sign-on integration with one (1) supported Identity Provider
• Implement the Initial Account Hierarchy
• Configure Persona-based RBAC
• Secret Manager integration with up to (1) supported Encrypted Secret Storage Provider (as applicable)
  

Adoption

• Implementation of the Product based on the architecture and design outlined in the Engagement Plan, and based on the best practice scope relevant to the applicable Product (as outlined in the relevant Module Appendix reference with the customer Order Form).

Customer Validation

• Review implementation with Customer administrators / architects
• Review implementation with Customer Team
• Successful production-grade Product implementation for Customer team, with verification of success via KPIs agreed upon in Engagement Plan

Calibrate for Adoption

• A phase of activities that include:
  — User Training & Enablement
  — Self-service user Adoption
  — Automated Org and/or Project Adoption
  — Automated Resource Configuration
  — Adoption of pre-configured templates

Deliverables

• Product implementation is complete and accessible by the Customer as defined in the relevant Module Appendix
• Knowledge transfer of the services rendered as part of this SOW.
• Creation of Project Summary:
  — Customer specific notes about installation, configuration, and adoption of the Product
  — Important findings during implementation
  — Additional recommendations the Customer may wish to perform after the engagement (which not in scope for this SOW)

4. RESPONSIBILITIES AND INTELLECTUAL PROPERTY RIGHTS

Customer acknowledges and agrees that Harness’s ability to deliver on this adoption program is dependent upon  Customer’s full and timely cooperation with Harness, as well as the accuracy and completeness of any information  and data Customer provides to Harness. Customer is responsible for delays and any additional costs caused by  Customer’s failure to comply with their responsibilities. Harness will not be responsible for any resulting fees or  expenses.

Customer will promptly:

• Provide all requested and required contact information for Customer key business leaders and  stakeholders.  
• Coordinate necessary communications with, and provide contacts for, all third parties.  Coordinate and drive any required change/design approvals. 
• Deliver timely responses to requests for information, technical questions and technical decisions.
• Diligently manage and supervise Customer’s other contractors and service providers
• Coordinate deployment on third-party-maintained hardware/software (if applicable) with Harness.
• Assign a designated Technical Subject Matter Expert (“SME”) from Customer’s staff who, on its behalf,  
• will grant all approvals, provide information, make decisions, attend meetings, facilitate access to  applicable customer data, systems, networks or environments and otherwise be available to assist  Harness in facilitating the delivery of the RP Engagement. 
• For onsite delivery, provide all requisite logistical accommodations to the RP, which include but are not  limited to: 
• access to adequate physical work location, 
• Customer’s network, internet access, and other  applicable systems and facilities. 
• For remote delivery, grant Harness appropriate system access to non-production environments only for the purposes of guided advisory work. 
• Ensure the availability of all hardware, firmware, and software required to deliver the RP Engagement using the Solutions.
• Provide a written acknowledgement (signoff) upon the completion of the RP Engagement.
• Provide a customer feedback survey upon completion of the RP engagement. 
• Be responsible for decisions regarding Customer production environments, including the decision to  implement results of the RP Engagement that are implemented in Non-Production Environment(s). For  clarity, Harness disclaims all liability related to any implementation of results of this RP Engagement  to Customer production environments, changes to Customer production environments, and/or decisions  made by Customer regarding Customer production environments.

Harness is responsible for providing the Services outlined in Section 3 above. 

As between Customer and Harness, Harness retains all right, title and interest in the services provided and any results of thereof (collectively, “Deliverables”).  Subject to Customer’s payment in full of all fees due under this SOW, Harness grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right and  license to use the Deliverables during the applicable Subscription Term in connection with Customer’s use of the applicable Harness Solutions in accordance with the Agreement.  For the avoidance of doubt, Deliverables do not include any  Customer Confidential Information.  

5. FEES AND EXPENSES

Customer shall pay to Harness the fees set forth in the applicable Order Form for the services.  All fees are due up front, in full, and must be paid within 30 days of the invoice date.  The payment of all fees is subject to the terms and conditions set forth in the Agreement.

Expenses are not included in the fee set forth above.  All expenses incurred shall be in accordance with the Customer’s T&E corporate policy if provided to Harness in writing in advanced, otherwise such expenses shall be incurred in accordance with Harness’s T&E policy. If travel expenses are incurred with respect to this Professional Services program, Harness will invoice for travel expenses as incurred and monthly in arrears and Customer shall pay such invoices in accordance with the terms and conditions set forth in the Agreement. For the avoidance of doubt, all travel expenses must be pre-approved by the customer prior to any trips as part of the RP Engagement. The duration of visits requested by the Customer cannot exceed two (2) business days. 

6.  TERM AND TERMINATION

The RP Engagement shall be provided for the duration set forth on the applicable Order Form, calculated from the date Customer initiates that adoption program (the “Retainer Period”). 

Customer may initiate the adoption program after the Start Date listed on the applicable Order Form, provided that Customer provides Harness with at least 10 business days’ notice of its intended start date.  The RP Engagement must be initiated prior to the End Date specified in the Order Form, or else they will automatically expire.

This SOW shall terminate upon the earlier of (i) the last day of the Retainer Period, or (ii) the End Date set forth in the applicable Order Form, unless terminated earlier by either Party in accordance with the terms of the Agreement. 

Upon the expiration or termination of the Agreement or this SOW pursuant to the Agreement, all amounts (including expenses) owed to Harness for Services under this SOW (whether completed or not), will be immediately due and payable in full. Upon termination of the Agreement or a SOW by Customer for any reason pursuant to the Agreement, Customer shall be responsible for payment of all fees for Services rendered and expenses incurred prior to the date of termination. In addition, upon any termination or expiration of the Agreement or this SOW, Harness’s obligation to provide Services shall immediately terminate. 

7.  CHANGE ORDERS

Unless otherwise mutually agreed by the Parties, any change or modification of this SOW will be coordinated by the Parties in accordance with this Section 7. Either Party may initiate such requests for a change or modification (each, a "Change Request"). The Party requesting a Change Request will submit a written Change Request to the other Party in a clear and concise manner using a form substantially similar to the sample document attached hereto as Annex 1 (a “Change Order”). Upon the execution of a mutually agreed upon Change Order by both Parties, the obligations of the Parties with respect to such Change Request will be incorporated under the SOW. If a Change Order reinstates an expired SOW, a reinstatement fee of up to 10% may apply.