Statement of Work: Service Catalog Dollars

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 related to the implementation of Harness’s software complete platform (the “Solution”).  Under this SOW, Customer may redeem the service catalog dollars (“SCDs”) it has purchased under an applicable Order Form, for service packages from the Harness Professional Services catalog. Each service package fulfills a different purpose, and there are service packages to assist Customer with the implementation, deployment,  migration, and adoption of the Solution. Harness may utilize an employee or subcontractor to provide the Services.  Harness shall remain liable or all acts and omissions of its personnel in their provision of the Services set forth in this SOW.  

2.  REDEMPTION RULES

The SCDs are valid for 12 months from the Start Date set forth on the Order Form (the “Retainer Period”).  Any SCDs not used during this period will automatically expire and are forfeited by Customer.

This SOW and the Retainer Period will begin with a kick-off meeting, to be scheduled at time mutually agreed upon.  The purpose of this call is to align all key stakeholders and to outline the process and purposes of the SOW and various service packages.

The SOW includes the quantity of SCDs ordered by the Customer under the applicable Order Form.  SCDs  are non-discountable, and the service packages for which the SCD can be redeemed are not customizable. 

These SCDs can be redeemed for any of the Service Packages set forth in Section 3, at the rates set forth therein, at any time during the Retainer Period. The SCDs are valid from the first day of the Retainer Term, and a portion of the SCDs will expire, if not used, in accordance with the quarterly consumption schedule set forth below.  Any SCDs not redeemed prior to the quarterly expiration date will be non-redeemable. 

Customer must utilize at least 25% of its total SCDs purchased every quarter (the “Minimum Spend”).  The quarter shall be measured from the day the Retainer Period begins.  Any portion of the Minimum Spend that is not utilized by Customer within the applicable quarter is automatically forfeited by the Customer. The table below exemplifies Minimum Spend requirements and remaining credit amounts after the completion of a quarter, based on a purchase of 100,000 SCDs.  For clarity, this table is for demonstration purposes only, Customer’s Minimum Spend amounts and remaining credit amounts after each quarter will depend on the actual number of SCDs purchased in the applicable Order Form.

3.  SERVICE PACKAGE OPTIONS AND RATES

For more information on each Service Package, please see the descriptions here.

4.  CUSTOMER OBLIGATIONS; REQUIREMENTS; SCHEDULING

Customer Obligations

1. Attending all meetings agreed to and necessitated to execute the service packages in a timely manner
2. Providing all accesses required by Harness to complete the Services, such as physical access, network access, system access, etc.
3. Providing timely and detailed responses to Harness’ requests for information 
4. Providing contact information for, and facilitating communication with all key stakeholders of Customer
5. Coordinating communications with all third parties as required
6. Coordinating and driving any required changes or obtaining any required approvals from Customer’s organization
7. Managing any third parties hired by Customer involved in the Services
8. Assigning a project lead and necessary key personnel to facilitate the execution of the services packages
9. Make all decisions pertaining to Customer’s environment
10. Customer acknowledges that Harness’s ability to deliver the Services is dependent upon Customer’s full and timely cooperation, as well as the accuracy and completeness of any information and data Customer provides to Harness.  Customer is responsible for any delays, costs, and/or fees associated with Customer’s failure to fulfill these obligations. 

Scheduling Service Packages

1. Customer must notify Harness at least 15 business days in advance that it wishes to redeem a SCD and start a service package.
2. Each service package shall be fixed in duration, in accordance with the table set forth in Section 3, and each week of the package aligns with a business calendar week.
3. Once a service package has begun, it cannot be delayed nor suspended.  If Customer nonetheless suspends or delays the service package, each day of delay or suspension shall consume a day of the service package.
4. If after Harness and Customer have agreed to a service package start date, Customer wishes to re-schedule, Customer must notify Harness at least 5 business days prior to the intended start date, and Customer must notify Harness at least 15 business days prior to its new desired start date.  If Customer does not notify Harness at least 5 business days prior to the intended start date, Customer automatically forfeits 1 week of the service package.

5.  TERM AND TERMINATION

This SOW shall terminate upon the earlier of (i) the date Customer has utilized all of its SCDs and the service packages redeemed have been completed, (ii) the Retainer Period ends, or (iii) the End Date set forth in the applicable Order Form, unless earlier termination by either Party in accordance with the terms of the Agreement. 

Upon the expiration or termination of the Agreement or the Order Form, all amounts (including expenses) owed to Harness under this SOW (whether completed or not), will be immediately due and payable in full. In addition, upon any termination or expiration of the Agreement or the applicable Order Form, this SOW shall terminate and Harness’s obligation to provide Services shall immediately terminate. 

6.  FEES AND EXPENSES

Customer shall pay to Harness the fees set forth in the applicable Order Form for the SCDs.  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.  Customer shall pay for all reasonable expenses incurred by Harness and its personnel in the performance of this SOW, provided that such expenses meet requirements set forth in the terms and conditions of the Agreement.  Harness shall invoice Customer monthly for any applicable expenses in and Customer shall pay such invoices in accordance with the terms and conditions set forth in the Agreement.

7.  CHANGE ORDERS

Unless otherwise mutually agreed by the Parties, any change or modification of this SOW or the Project Plan will be coordinated by the Parties in accordance with this Section 6. 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 or otherwise alters the duration of any service package, a reinstatement fee of up to 10% may apply.